Mahindra

Mahindra & Mahindra Ltd.
Mahindra Towers,
Dr. G. M. Bhosale Marg,
Worli, Mumbai 400 018 India
Tel: +91 22 2490 1441

Fax: +91 22 2490 0833
www.mahindra.com
REF:NS:SEC:
2nd July, 2023
National Stock Exchange of India Limited BSE Limited

"Exchange Plaza", 5th Floor, Phiroze Jeejeebhoy Towers,
Plot No.C/1, G Block Dalal Street, Fort,
Bandra-Kurla Complex Mumbai 400001.
Bandra (East), Mumbai 400051.
Bourse de Luxembourg London Stock Exchange Plc

Societe de la Bourse de Luxembourg 10 Paternoster Square
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Societe Anonyme/R.C.B. 6222, London EC4M 7LS.
B.P. 165, L-2011 Luxembourg.
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Dear Sirs,
Sub: Notice of the 77th Annual General Meeting and Integrated Annual Report of the Company for the
Financial Year 2022-23 –
E.
Compliance under Regulations 24A, 30, 34 and 53 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015
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Please refer to our letter dated 26th May, 2023 intimating that the 77th Annual General Meeting of the Company
will be held on Friday, 4th August, 2023 at 3.00 p.m. Indian Standard Time (IST) through Video
Conferencing/Other Audio Visual Means.
In continuation of the aforesaid letter and pursuant to Regulations 24A, 30, 34 and 53 of the SEBI (Listing
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Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed the following:
1) Notice of the 77th Annual General Meeting (AGM) of the Company (including e-voting instructions). The
brief details of the agenda items proposed to be transacted thereat are given in Annexure I;
2) Integrated Annual Report for the Financial Year 2022-23.
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The PDF and Flip Book version of the Integrated Annual Report and AGM Notice can be accessed/downloaded
from the weblink given below:
➢ https://www.mahindra.com/sites/default/files/2024-01/MM-Annual-Report-2022-23.pdf
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➢ https://www.mahindra.com/annual-report-FY2023/index.html
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The aforesaid documents are being mailed electronically to those Members and holders of Non-Convertible
Debentures (“NCD holders”) whose email IDs are registered with the Company/KFin Technologies Limited
(“Registrar and Transfer Agent” of the Company) or the Depositories and the physical copies of the same will be
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provided to the Members and NCD holders on request.
This is for your information.

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Yours faithfully,
For MAHINDRA & MAHINDRA LIMITED
NARAYAN Digitally signed by
NARAYAN SHANKAR
SHANKAR Date: 2023.07.03 00:58:50

+05'30'
NARAYAN SHANKAR
COMPANY SECRETARY
Encl: as above
Regd. Office: Gateway Building, Apollo Bunder, Mumbai 400 001, India | Tel: +91 22 68975500 |
Fax: +91 22 22875485 | Email: [email protected] | mahindra.com |
CIN No. L65990MH1945PLC004558
Mahindra & Mahindra Ltd.
Mahindra Towers,
Dr. G. M. Bhosale Marg,
Worli, Mumbai 400 018 India
Tel: +91 22 2490 1441

Fax: +91 22 2490 0833
www.mahindra.com
Annexure I
Brief Summary of the Agenda Items proposed to be transacted at the 77th Annual General Meeting (AGM) of
the Company:
Resolution Details of the Resolution Ordinary/

No. Special
Resolution
Ordinary Business:
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1. Consideration and adoption of the Audited Standalone Financial Statements of Ordinary
the Company for the Financial Year ended 31 st March, 2023 and the Reports of
the Board of Directors and Auditors thereon.
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2. Consideration and adoption of the Audited Consolidated Financial Statements Ordinary
of the Company for the Financial Year ended 31st March, 2023 and the Report of
the Auditors thereon.
3. Declaration of Dividend on Ordinary (Equity) Shares. Ordinary
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4. Re-appointment of Mr. Vijay Kumar Sharma (DIN:02449088), as a Director liable Ordinary
to retire by rotation.
5.
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Re-appointment of Mr. Anand G. Mahindra (DIN:00004695), as a Director liable Ordinary
to retire by rotation.
Special Business:
6. Payment of Remuneration to Mr. Anand G. Mahindra (DIN:00004695) as Non- Special

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Executive Chairman of the Company for the Financial Year 2023-24.

7. Ratification of Remuneration payable to Messrs D. C. Dave & Co., Cost Ordinary
Accountants (Firm Registration No. 000611), appointed as the Cost Auditors of
the Company for the Financial Year ending 31 st March, 2024.
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8. Revision in the terms of remuneration of Dr. Anish Shah (DIN:02719429), Special

Managing Director and Chief Executive Officer of the Company.
9. Revision in the terms of remuneration of Mr. Rajesh Jejurikar (DIN:00046823), Special
Executive Director and CEO (Auto and Farm Sector) of the Company.
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10. Amendment to the Articles of Association of the Company. Special
11. Approval for Material Related Party Transactions between the Company and its Ordinary
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Subsidiaries/Associate.
12. Approval for Material Related Party Transactions pertaining to a Subsidiary of Ordinary
the Company.
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13. Material Modification of earlier approved Material Related Party Transactions Ordinary
between the Company and its Subsidiaries/Associate.
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Regd. Office: Gateway Building, Apollo Bunder, Mumbai 400 001, India | Tel: +91 22 68975500 |
Fax: +91 22 22875485 | Email: [email protected] | mahindra.com |
CIN No. L65990MH1945PLC004558
Notice MAHINDRA & MAHINDRA LIMITED
THE SEVENTY SEVENTH ANNUAL GENERAL MEETING OF 5.

Re-appointment of Mr. Anand G. Mahindra, as a
MAHINDRA & MAHINDRA LIMITED will be held on Friday, the Director liable to retire by rotation
4th day of August, 2023 at 3:00 p.m., Indian Standard Time
To consider and, if thought fit, to pass the following
(IST), through Video Conferencing (“VC”)/Other Audio Visual
Resolution as an Ordinary Resolution:
Means (“OAVM”) facility to transact the following businesses.

“RESOLVED that Mr. Anand G. Mahindra (DIN:
The proceedings of the Seventy Seventh Annual General
00004695), who retires by rotation and being eligible
Meeting (“AGM”) shall be deemed to be conducted at the
for re-appointment, be re-appointed as a Director of the
Registered Office of the Company at Gateway Building, Apollo
Company.”
Bunder, Mumbai – 400 001 which shall be the deemed venue
of the AGM. SPECIAL BUSINESS
6. Payment of Remuneration to Mr. Anand G. Mahindra
ORDINARY BUSINESS
as Non-Executive Chairman of the Company for the
1.
Consideration and Adoption of the Audited Financial Year 2023-24
Standalone Financial Statements of the Company
for the Financial Year ended 31st March, 2023 and
Resolution as a Special Resolution:
the Reports of the Board of Directors and Auditors
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thereon “RESOLVED that pursuant to the provisions of
Regulation 17(6)(ca) of the Securities and Exchange
To consider, and if thought fit, to pass the following
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 [including any
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“RESOLVED that the Audited Standalone Financial statutory modification(s) or amendment(s) thereto or
Statements of the Company for the Financial Year re-enactment(s) thereof, for the time being in force],
ended 31st March, 2023 and the Reports of the Board
of Directors and Auditors thereon, as circulated to the E.
approval of the Company be accorded for payment of
remuneration to Mr. Anand G. Mahindra (DIN: 00004695)
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Members, be considered and adopted.” as the Non-Executive Chairman of the Company, for the
Financial Year 2023-24, as approved by the Members
2.
Consideration and Adoption of the Audited
at the Seventy-Fifth Annual General Meeting held on
Consolidated Financial Statements of the Company
6th August, 2021, being an amount exceeding fifty
for the Financial Year ended 31st March, 2023 and
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percent of the total annual remuneration payable to

the Report of the Auditors thereon
all the Non‑Executive Directors of the Company for the
To consider, and if thought fit, to pass the following Financial Year 2023-24.
FURTHER RESOLVED that approval of the Company
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“RESOLVED that the Audited Consolidated Financial be accorded to the Board of Directors of the Company
Statements of the Company for the Financial Year (including any Committee thereof) to do all such acts,
ended 31st March, 2023 and the Report of the Auditors deeds, matters and things and to take all such steps as
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thereon, as circulated to the Members, be considered may be required in this connection including seeking all
and adopted.” necessary approvals to give effect to this Resolution and
to settle any questions, difficulties or doubts that may
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3. Declaration of Dividend on Ordinary (Equity) Shares arise in this regard.”

To consider and, if thought fit, to pass the following 7. Ratification of Remuneration to Cost Auditors
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"RESOLVED that a Dividend of Rs. 16.25 (325%) per Resolution as an Ordinary Resolution:
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Ordinary (Equity) Share of the face value of Rs. 5 each

for the year ended 31st March, 2023 on 124,35,28,831 “RESOLVED that pursuant to the provisions of section 148
Ordinary (Equity) Shares of the Company aggregating and other applicable provisions, if any, of the Companies
Rs. 2,020.73 crores as recommended by the Board Act, 2013 and the Companies (Audit and Auditors)
of Directors be declared and that the said Dividend Rules, 2014 [including any statutory modification(s) or
be distributed out of the Profits for the year ended on amendment(s) thereto or re-enactment(s) thereof, for the
31st March, 2023." time being in force] and pursuant to the recommendation
of the Audit Committee, the remuneration payable to
4. Re-appointment of Mr. Vijay Kumar Sharma, as a Messrs D. C. Dave & Co., Cost Accountants having Firm
Director liable to retire by rotation Registration Number 000611, appointed by the Board of
To consider and, if thought fit, to pass the following Directors of the Company as Cost Auditors to conduct
Resolution as an Ordinary Resolution: the audit of the cost records of the Company for the
Financial Year ending 31st March, 2024, amounting
“RESOLVED that Mr. Vijay Kumar Sharma to Rs. 9,00,000 (Rupees Nine Lakhs only) (plus Goods
(DIN: 02449088), who retires by rotation and being and Services Tax and reimbursement of out of pocket
eligible for re-appointment, be re-appointed as a Director expenses) be ratified.
of the Company.”
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MAHINDRA & MAHINDRA LIMITED
FURTHER RESOLVED that approval of the Company FURTHER RESOLVED that approval of the Company
be accorded to the Board of Directors of the Company be accorded to the Board of Directors of the Company
(including any Committee thereof) to do all such acts, (including any Committee thereof) to revise the basic
deeds, matters and things and to take all such steps as salary payable to the appointee within the above
may be required in this connection including seeking all mentioned scale of salary and decide on the performance
necessary approvals to give effect to this Resolution and pay within 235% of the Annual Basic Salary as mentioned
to settle any questions, difficulties or doubts that may above and to do all such acts, deeds, matters and things
arise in this regard.” and to take all such steps as may be required in this
connection including seeking all necessary approvals to
8.
Revision in the terms of remuneration of
give effect to this Resolution and to settle any questions,
Dr. Anish Shah, Managing Director and Chief
difficulties or doubts that may arise in this regard.”
Executive Officer of the Company
To consider and, if thought fit, to pass the following 9. Revision in the terms of remuneration of Mr. Rajesh
Resolution as a Special Resolution: Jejurikar, Executive Director and CEO (Auto and
Farm Sector) of the Company
“RESOLVED that in partial modification of the Resolution
No. 8 passed by the Members at the Seventy-Fourth To consider and, if thought fit, to pass the following
Annual General Meeting of the Company held on 7th Resolution as a Special Resolution:
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August, 2020, for the appointment of Dr. Anish Shah “RESOLVED that in partial modification of the Resolution No.
(DIN: 02719429) as the “Managing Director and Chief 10 passed by the Members at the Seventy-Fourth Annual
Executive Officer” with effect from 2nd April, 2021 General Meeting of the Company held on 7th August, 2020
to 31st March, 2025 (hereinafter referred to as the for the appointment of Mr. Rajesh Jejurikar (DIN: 00046823)
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appointee) on the terms and conditions of remuneration as Whole‑time Director of the Company designated as the
mentioned therein and pursuant to the provisions “Executive Director (Automotive and Farm Sectors)” with
of sections 196, 197 and 198 read with Schedule V
and all other provisions of the Companies Act, 2013 E.
effect from 1st April, 2020 to 31st March, 2025 on the terms
and conditions of remuneration mentioned therein and
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(“the Act”), the Companies (Appointment and pursuant to the provisions of sections 196, 197 and 198 read
Remuneration of Managerial Personnel) Rules, 2014, with Schedule V and all other provisions of the Companies
[including any statutory modification(s) or amendment(s) Act, 2013 (“the Act”), the Companies (Appointment and
thereto or re-enactment(s) thereof, for the time being Remuneration of Managerial Personnel) Rules, 2014,
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in force] and such other approvals, permissions and [including any statutory modification(s) or amendment(s)
sanctions, as may be required and subject to such thereto or re-enactment(s) thereof, for the time being in
conditions and modifications, as may be prescribed or force] and such other approvals, permissions and sanctions,
imposed by any of the authorities while granting such as may be required and subject to such conditions and
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approvals, permissions and sanctions, approval of the modifications, as may be prescribed or imposed by any of
Company be accorded to the revision in the terms of the authorities while granting such approvals, permissions
remuneration of the appointee by increasing the scale and sanctions, approval of the Company be accorded to the
of basic salary as Rs. 30,00,000 to Rs. 55,00,000 per revision in the terms of remuneration of Mr. Rajesh Jejurikar,
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month with effect from 1st August, 2023 upto the currently designated as “Executive Director and CEO (Auto
remainder period of the tenure of his appointment and Farm Sector)” of the Company (hereinafter referred to
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i.e. 31st March, 2025 and by increasing the Performance as the appointee) by increasing the scale of basic salary as
Pay which is based on his performance and performance Rs. 26,00,000 to Rs. 48,00,000 per month with effect from
of the Company to an amount not exceeding 235% 1st August, 2023 upto the remainder period of the tenure
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of the Annual Basic Salary from the Financial Year of his appointment i.e. 31st March, 2025 and by increasing
2022-23 to Financial Year 2024-25. the Performance Pay which is based on his performance and
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FURTHER RESOLVED that except for the revision in the performance of the Company to an amount not exceeding
scale of basic salary and the Performance Pay, all other 235% of the Annual Basic Salary from the Financial Year
terms and conditions of appointment and remuneration, 2022-23 to Financial Year 2024-25.
as approved earlier by the Members, and which are not FURTHER RESOLVED that except for the revision in the
dealt with in this Resolution, shall remain unchanged and scale of basic salary and Performance Pay, all other
continue to be effective. terms and conditions of appointment and remuneration,
FURTHER RESOLVED that where in any financial year as approved earlier by the Members, and which are not
during the currency of the tenure of the appointee, dealt with in this Resolution, shall remain unchanged and
the Company has no profits or its profits are continue to be effective.
inadequate, the Company may pay to the appointee, FURTHER RESOLVED that where in any financial year
the remuneration as approved by the Members from during the currency of the tenure of the appointee,
time to time, as the minimum remuneration by way of the Company has no profits or its profits are
salary, perquisites and other allowances, benefits and inadequate, the Company may pay to the appointee,
Performance Pay, subject to receipt of the requisite the remuneration as approved by the Members from
approvals, if any. time to time, as the minimum remuneration by way of
salary, perquisites and other allowances, benefits and
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Performance Pay, subject to receipt of the requisite be to the account of the Company.'
approvals, if any.
FURTHER RESOLVED that approval of the Company
FURTHER RESOLVED that approval of the Company be accorded to the Board of Directors of the Company
be accorded to the Board of Directors of the Company (including any Committee thereof) to do all such acts,
(including any Committee thereof) to revise the basic deeds, matters and things and to take all such steps as
salary payable to the appointee within the above may be required in this connection including seeking all
mentioned scale of salary and decide on the performance necessary approvals to give effect to this Resolution and
pay within 235% of the Annual Basic Salary as mentioned to settle any questions, difficulties or doubts that may
above and to do all such acts, deeds, matters and things arise in this regard.”
and to take all such steps as may be required in this
11.
Approval for Material Related Party Transactions
connection including seeking all necessary approvals to
between the Company and its Subsidiaries/ Associate
give effect to this Resolution and to settle any questions,
difficulties or doubts that may arise in this regard.” To consider and if thought fit, to pass, the following
10.
Amendment to the Articles of Association of the "RESOLVED that pursuant to the provisions of
Company Regulation 23 of the Securities and Exchange Board of
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To consider and if thought fit, to pass, the following India (Listing Obligations and Disclosure Requirements)
Resolution as a Special Resolution: Regulations, 2015 (“Listing Regulations”), the applicable
"RESOLVED that pursuant to the provisions of provisions of the Companies Act, 2013 read with Rules
sections 5, 14 and other applicable provisions of the made thereunder and other applicable provisions, if any,
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Companies Act, 2013 read with the relevant rules framed [including any statutory modification(s) or amendment(s)
thereunder and Regulation 23(6) of the Securities thereto or re-enactment(s) thereof, for the time being
and Exchange Board of India (Issue and Listing of Non-
Convertible Securities) Regulations, 2021, [including E.
in force], the Company’s Policy on Materiality of and
Dealing with Related Party Transactions, and subject
to such approval(s), consent(s), permission(s) as may be
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any statutory modification(s) or amendment(s) thereto
or re-enactment(s) thereof, for the time being in force], necessary from time to time and based on the approval/
approval of the Company be accorded to amend the recommendation of the Audit Committee and the Board
Articles of Association of the Company by substituting the of Directors of the Company, approval of the Members be
accorded to the Company to enter into/ continue with
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existing Article 104 as follows:

the existing Material Related Party Transaction(s)/
'In the event of any default committed by the Company Contract(s)/ Arrangement(s)/ Agreement(s) (whether by
as mentioned in clause (e) of sub‑regulation (1) of way of an individual transaction or transactions taken
Regulation 15 of the Securities and Exchange Board together or series of transactions or otherwise) falling
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of India (Debenture Trustees) Regulations, 1993, the within the definition of ‘Related Party Transaction’ under
debenture trustee shall have the right, to appoint one or Regulation 2(1)(zc) of the Listing Regulations read with
more Director or Directors [Nominee Director(s)] on the the definition of ‘Related Party’ under Regulation 2(1)(zb)
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Board of Directors of the Company, and to remove from of the Listing Regulations in the course of:
office any Nominee Director so appointed and to appoint i) Sale and purchase of any goods and material;
another in his/her place or in the place a Director so
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ii) Availing / rendering of any services;

appointed who resigns or otherwise vacates his office,
in accordance with the provisions of the Companies iii)
Sharing or usage of each other’s resources and
reimbursement of expenses, licensing of technology
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Act, 2013 or any other applicable law, regulatory or

listing requirements and terms and conditions of such and intellectual property rights, receipt of royalty /
debenture documents. brand usage;
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iv) Purchase / sale / transfer / exchange / lease

Any such appointment or removal shall be made in writing and
of business assets including property, plant and
shall be served at the registered office of the Company.
equipment, Intangible assets, transfer of technology
The Nominee Director(s) shall neither be required to hold to meet the business objectives and requirements;
any qualification share nor be liable to retire by rotation. v) Providing fund based and non-fund based support
including equity / debt / Inter-corporate deposits
The Nominee Director(s) shall continue to hold office as long
(ICD), convertible / non-convertible instruments /
as the default in relation to the debt subsists.
Guarantee/ security etc., in connection with loans
The Nominee Director(s) may also be appointed as a member provided and Interest, commission and other related
of any Committee of the Board and shall not be liable for income / expenses;
any act or omission of the Company. vi) Any corporate action including receipt of dividends,
The Nominee Director shall be entitled to all the rights and tendering securities as a part of buyback offer,
privileges of other non-executive directors and the sitting receipt of bonus securities, subscribing to rights
fees, expenses as payable to other directors on the Board issue etc., by the Company that are uniformly
and any other fees, commission, monies or remuneration in offered / applicable to all shareholders in proportion
any form payable to the non-executive directors, which shall to their shareholding;
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vii) Any transfer of resources, services or obligations to and as may be mutually agreed between the parties,
meet its objectives / requirements; for each of the financial years (FY) from FY 2023-24
to FY 2027-28 i.e., five financial years, provided that
with Related Parties as detailed in the explanatory
the said contract(s)/ arrangement(s)/ agreement(s) /
statement to this Resolution, on such material terms
transaction(s) shall be carried out in the ordinary course
and conditions as mentioned therein and as may be
of business of the Company and at arm’s length basis.
mutually agreed between the parties and the Company,
for each of the financial years (FY) from FY 2023-24 FURTHER RESOLVED that the Board of Directors of
to FY 2027-28 i.e., five financial years, provided that the Company (including any Committee thereof) be
the said contract(s)/ arrangement(s)/ agreement(s)/ authorised to do all such acts, deeds, matters and things
transaction(s) shall be carried out in the ordinary course as it may deem fit at its absolute discretion and to
of business of the Company and at arm’s length basis. take all such steps as may be required to give effect to
this Resolution without being required to seek further
FURTHER RESOLVED that the Board of Directors of the
consent or approval of the Members or otherwise to
Company (including any Committee thereof) be authorised
the end and intent that the Members shall be deemed
to do all such acts, deeds, matters and things as it may deem
to have given their approval thereto expressly by the
fit at its absolute discretion and to take all such steps as
authority of this Resolution.
may be required in this connection including finalising and
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executing necessary contract(s), scheme(s), agreement(s) FURTHER RESOLVED that all actions taken by the Board
and such other documents as may be required, seeking all of Directors of the Company (including any Committee
necessary approvals to give effect to this Resolution, for thereof) in connection with any matter referred to or
and on behalf of the Company and settling all such issues, contemplated in this Resolution, be approved, ratified
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questions, difficulties or doubts whatsoever that may arise and confirmed in all respects.”
and to take all such decisions with regard to the powers
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aterial Modification of earlier approved Material
herein conferred to, without being required to seek further
consent or approval of the Members or otherwise to the
end and intent that the Members shall be deemed to have
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Related Party Transactions between the Company
and its Subsidiaries/Associate
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given their approval thereto expressly by the authority of To consider and if thought fit, to pass, the following
this Resolution. Resolution as an Ordinary Resolution:
FURTHER RESOLVED that all actions taken by the Board “RESOLVED that in partial modification of the Resolution
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of Directors of the Company (including any Committee No. 9 passed by the Members at the Seventy-Sixth
thereof) in connection with any matter referred to or Annual General Meeting of the Company held on
contemplated in this Resolution, be approved, ratified 5th August, 2022, and pursuant to the provisions of
and confirmed in all respects.” Regulation 23(4) of the Securities and Exchange Board
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of India (Listing Obligations and Disclosure Requirements)

12. Approval for Material Related Party Transactions
Regulations, 2015 (“Listing Regulations”), the applicable
pertaining to a Subsidiary of the Company
provisions of the Companies Act, 2013 read with Rules
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To consider and if thought fit, to pass, the following made thereunder and other applicable provisions, if any,
Resolution as an Ordinary Resolution: [including any statutory modification(s) or amendment(s)
thereto or re-enactment(s) thereof, for the time being
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"RESOLVED that pursuant to the provisions of Regulation

in force], the Company’s Policy on Materiality of and
23 of the Securities and Exchange Board of India (Listing
Dealing with Related Party Transactions, and subject
Obligations and Disclosure Requirements) Regulations,
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to such approval(s), consent(s), permission(s) as may be

2015 (“Listing Regulations”) and other applicable
necessary from time to time and based on the approval/
provisions, if any, [including any statutory modification(s)
recommendation of the Audit Committee and the Board
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or amendment(s) thereto or re-enactment(s) thereof,

of Directors of the Company, approval of the Members
for the time being in force], the Company’s Policy
be accorded to the Company to enter into/ continue
on Materiality of and Dealing with Related Party
with the existing Material Related Party Transaction(s)/
Transactions, and subject to such approval(s), consent(s),
Contract(s)/ Arrangement(s)/ Agreement(s) (whether by
permission(s) as may be necessary from time to time
way of an individual transaction or transactions taken
and based on the approval/ recommendation of the
together or series of transactions or otherwise) falling
Audit Committee and the Board of Directors of the
within the definition of ‘Related Party Transaction’ under
Company, approval of the Members be accorded to
Regulation 2(1)(zc) of the Listing Regulations read with
the Material Related Party Transaction(s)/ Contract(s)/
the definition of ‘Related Party’ under Regulation 2(1)(zb)
Arrangement(s)/ Agreement(s) (whether by way of an
of the Listing Regulations, with Related Parties based
individual transaction or transactions taken together or
on the revised monetary limit for each of the financial
series of transactions or otherwise) falling within the
years from FY 2023-24 to FY 2026-27 i.e., four financial
definition of ‘Related Party Transaction’ under Regulation
years as detailed in the explanatory statement to this
2(1)(zc) of the Listing Regulations to be entered into
Resolution, on such material terms and conditions
by the Subsidiary of the Company as detailed in the
as mentioned therein and as may be mutually agreed
explanatory statement to this Resolution on such
between the parties and the Company.
material terms and conditions as mentioned therein
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FURTHER RESOLVED that the Board of Directors of the 4.

Corporate/Institutional Members are entitled to appoint
Company (including any Committee thereof) be authorised authorised representatives to attend the AGM through VC/
to do all such acts, deeds, matters and things as it may OAVM on their behalf and cast their votes through remote
deem fit at its absolute discretion and to take all such e-voting or at the AGM. Corporate/ Institutional Members
steps as may be required in this connection including intending to authorise their representatives to participate
finalising and executing necessary contract(s), scheme(s), and vote at the Meeting are requested to send a certified
agreement(s) and such other documents as may be copy of the Board resolution/authorisation letter to the
required, seeking all necessary approvals to give effect Scrutiniser at e-mail ID [email protected] with a copy
to this Resolution, for and on behalf of the Company and marked to [email protected] and to the Company at
settling all such issues, questions, difficulties or doubts [email protected], authorising its representative(s)
whatsoever that may arise and to take all such decisions to attend through VC/OAVM and vote on their behalf at
with regard to the powers herein conferred to, without the Meeting, pursuant to section 113 of the Act.
being required to seek further consent or approval of
5. Members of the Company under the category of
the Members or otherwise to the end and intent that the
Institutional Shareholders are encouraged to attend and
Members shall be deemed to have given their approval
participate in the AGM through VC/OAVM and vote.
thereto expressly by the authority of this Resolution.
6. In accordance with the Secretarial Standard - 2 on General
FURTHER RESOLVED that all actions taken by the Board
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Meetings issued by the Institute of Company Secretaries
of Directors of the Company (including any Committee
of India (“ICSI”) read with Clarification/Guidance on
thereof) in connection with any matter referred to or
applicability of Secretarial Standards - 1 and 2 dated
contemplated in this Resolution, be approved, ratified
15th April, 2020 issued by the ICSI, the proceedings
and confirmed in all respects.”
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of the AGM shall be deemed to be conducted at the
Notes: Registered Office of the Company which shall be the
1. Pursuant to General Circular No. 20/2020 dated
5th May, 2020 issued by the Ministry of Corporate
Affairs (“MCA”) read together with MCA General
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deemed venue of the AGM. Since the AGM will be held
through VC/OAVM, the Route Map is not annexed to
this Notice.
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Circular Nos. 14 & 17/2020 dated 8th April, 2020
7. The Explanatory Statement as required under section
and 13th April, 2020 respectively and MCA General
102 of the Act is annexed hereto. Further, additional
Circular No. 10/2022 dated 28th December, 2022
information with respect to Item Nos. 4 and 5 is also
("MCA Circulars"), the Company will be conducting
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annexed hereto.
this Annual General Meeting (“AGM” or “Meeting”)
through Video Conferencing/Other Audio Visual The Board of Directors has considered and decided to
Means (“VC”/“OAVM”). include the Item Nos. 6 to 13 given above as Special
Business in the AGM in view of the business requirements
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KFin Technologies Limited, Registrar & Transfer Agent

and as such unavoidable in nature.
of the Company (earlier known as KFin Technologies
Private Limited) (“KFin” or “KFintech”) shall be providing 8. The Register of Directors and Key Managerial Personnel
facility for voting through remote e-voting, for participation
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and their shareholding maintained under section 170 of

in the AGM through VC/OAVM facility and e-voting during the Act and Register of Contracts or arrangements in
the AGM. The procedure for participating in the meeting which directors are interested maintained under section
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through VC/OAVM is explained at Note No. 23 below. 189 of the Act and relevant documents referred to in
this Notice of AGM and explanatory statement, will be
2. Pursuant to the above-mentioned MCA Circulars,
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available electronically for inspection by the Members

physical attendance of the Members is not required
during the AGM. All documents referred to in the Notice
at the AGM, and attendance of the Members through
will also be available for electronic inspection without
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VC/OAVM will be counted for the purpose of

any fee by the Members from the date of circulation of
reckoning the quorum under section 103 of the
this Notice up to the date of AGM, i.e. 4th August, 2023.
Companies Act, 2013 ("the Act").
Members seeking to inspect such documents can send
3. Pursuant to the provisions of the Act, a Member entitled an email to [email protected].
to attend and vote at the AGM is entitled to appoint
9. The Company’s Registrar and Transfer Agent for
a Proxy to attend and vote on his/her behalf and the
its Share Registry Work (Physical and Electronic)
Proxy need not be a Member of the Company. Since
is KFin having their office at Selenium, Tower-B,
this AGM is being held through VC/OAVM, pursuant to
Plot No. 31 & 32, Gachibowli, Financial District,
the applicable MCA Circulars read with Securities and
Nanakramguda, Serilingampally, Hyderabad, Rangareddy,
Exchange Board of India (“SEBI”) Circular No. SEBI/HO/
Telangana – 500 032.
CFD/CMD2/CIR/P/2022/62 dated 13th May, 2022 and
SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated 5th January, 10.
BOOK CLOSURE: The Register of Members and Transfer
2023, physical attendance of Members has been Books of the Company will be closed from Saturday, 15th
dispensed with. Accordingly, the facility for appointment July, 2023 to Friday, 4th August, 2023 (both days inclusive)
of Proxies by the Members will not be available for the for the purpose of Dividend and AGM.
AGM and hence the Proxy Form and Attendance Slip are
not annexed to this Notice.
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11.
DIVIDEND: The dividend, as recommended by the Board Act, 2023 and amendments thereof. Shareholders are
of Directors, if approved at the AGM, would be paid subject requested to update their Permanent Account Number
to deduction of tax at source, as may be applicable, after (“PAN”) with the Company/KFin (in case of shares held in
4th August, 2023, to those persons or their mandates: physical mode) and Depositories (in case of shares held in
demat mode) on or before Friday, 7th July, 2023.
(a) whose names appear as Beneficial Owners as at the
end of the business hours on Friday, 14th July, 2023 or Resident Shareholders: Tax shall be deducted at
F
in the list of Beneficial Owners to be furnished by source under section 194 of the Income-tax Act, 1961
National Securities Depository Limited and Central @10% on the amount of Dividend declared and paid by the
Depository Services (India) Limited in respect of the Company during the Financial Year (”FY“) 2023-24
shares held in electronic form; and provided a valid PAN is provided by the shareholder. If
PAN is not submitted, TDS would be deducted @20% as
(b) whose names appear as Members in the Register
per section 206AA of the Income‑tax Act, 1961.
of Members of the Company as at the end of the
business hours on Friday, 14th July, 2023 after giving a)
For Resident Individual: No TDS shall be deducted
effect to valid request(s) received for transmission/ on the Dividend payable to a resident Individual if
transposition of shares. the total dividend to be received during FY 2023-24
12.
ELECTRONIC CREDIT OF DIVIDEND: SEBI has does not exceed Rs. 5,000. Please note that this
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made it mandatory for all companies to use the bank includes the future dividends, if any, which may be
account details furnished by the Depositories and the declared by the Board in the FY 2023-24.
bank account details maintained by the Registrar and Separately, in cases where the shareholder provides
Transfer Agent for payment of dividend to Members Form 15G (applicable to any person other than a
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electronically. The Company has extended the facility of Company or a Firm) / Form 15H (applicable to an
electronic credit of dividend directly to the respective Individual who are 60 years and above), no tax
bank accounts of the Member(s) through the National
Electronic Clearing Service (NECS)/ National Electronic E.
at source shall be deducted provided that the
eligibility conditions are being met. Needless to say,
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Fund Transfer (NEFT)/Real Time Gross Settlement PAN is mandatory. Members are requested to note
(RTGS)/Direct Credit, etc. that in case their PAN is not registered, the tax will
As directed by SEBI, the Members holding shares in be deducted at a higher rate of 20%.
physical form are requested to submit particulars of b)
For Resident Non-Individual: No tax shall be
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their bank account in Form ISR 1 alongwith the original deducted on the dividend payable to the following
cancelled cheque bearing the name of the Member to resident non-individuals where they provide relevant
KFin / the Company to update their bank account details. details and documents:
Members holding shares in demat form are requested i. Insurance Companies: Self-declaration that
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to update their bank account details with their it qualifies as 'Insurer' as per section 2(7A) of
respective Depository Participants ("DPs"). The the Insurance Act, 1938 and has full beneficial
Company or KFin cannot act on any request received interest with respect to the ordinary shares
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directly from the Members holding shares in demat form owned by it along with self-attested copy
for any change of bank particulars. Such changes are to of PAN card and certificate of registration
be intimated only to the DPs of the Members. Further, with Insurance Regulatory and Development
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instructions, if any, already given by them in respect of Authority of India (IRDAI)/LIC/GIC.

shares held in physical form will not be automatically
ii. Mutual Funds: Self-declaration that it is
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applicable to shares held in the electronic mode.

registered with SEBI and is notified under
Shareholders are requested to ensure that their bank section 10 (23D) of the Income-tax Act, 1961
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account details in their respective demat accounts are along with self-attested copy of PAN card and
updated to enable the Company to provide timely credit certificate of registration with SEBI.
of dividend in their bank accounts. iii. lternative Investment Fund (AIF): Self-
A
In case, the Company is unable to pay dividend to any declaration that its income is exempt under
Member by the electronic mode due to non‑availability section 10 (23FBA) of the Income-tax Act,
of the details of the bank account, the Company shall 1961 and they are registered with SEBI as
dispatch the dividend warrant/demand draft to such Category I or Category II AIF alongwith self-
Member by post/courier. attested copy of the PAN card and certificate
of AIF registration with SEBI.
13.
TDS ON DIVIDEND: Pursuant to the Income-tax Act,
1961, as amended by the Finance Act, 2020, dividend iv. New Pension System (NPS) Trust: Self-
income has become taxable in the hands of shareholders declaration that it qualifies as NPS trust and
with effect from 1st April, 2020 and therefore, the income is eligible for exemption under section
Company shall be required to deduct tax at source (TDS) 10(44) of the Income-tax Act, 1961 and is
from dividend paid to shareholders at the prescribed being regulated by the provisions of the Indian
rates. For the prescribed rates for various categories, Trusts Act, 1882 along with self-attested copy
shareholders are requested to refer to the Finance of the PAN card.
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v. Other Non-Individual shareholders: Self- • In case of Foreign Institutional Investors and Foreign
attested copy of documentary evidence Portfolio Investors, copy of SEBI registration
supporting the exemption along with self- certificate.
attested copy of PAN card. • In case of shareholder being tax resident of Singapore,
Please note that as per section 206AB introduced please furnish the letter issued by the competent
by the Finance Act, 2021 effective 1st July, 2021 authority or any other evidence demonstrating the
and amended by Finance Act, 2022 in case a person non-applicability of Article 24 - Limitation of Relief
has not filed his/ her Return of Income for the under India-Singapore DTAA.
preceding financial year and the aggregate of tax Please note that the Company is not obligated to apply
deducted at source in his/her case is Rs. 50,000 or the beneficial DTAA rates at the time of tax deduction/
more in the said financial year, TDS will be higher of withholding on dividend amounts. Application of beneficial
the following: DTAA rate shall depend upon the completeness and
a) Twice the rate specified in the relevant satisfactory review by the Company, of the documents
provision of the Income-tax Act, 1961; or submitted by the Non-Resident shareholder.
b) Twice the rate or rates in force; or 14.
Members may submit the aforementioned documents
c) The rate of five per cent. at https://ris.kfintech.com/form15/ on or before Friday,
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7th July, 2023 in order to enable the Company to
The non-residents who do not have the permanent
determine and deduct appropriate tax. No communication
establishment and residents who are not required to
on the tax determination/deduction shall be entertained
file a return under section 139 of Income Tax Act,
post Friday, 7th July, 2023. It may be further noted that
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1962 are excluded from the scope of a "specified
in case the tax on said dividend is deducted at a higher
person" i.e. levy of higher TDS under section 206AB
rate in absence of receipt of the aforementioned details/

of Income-tax Act, 1961.
For Non-resident Shareholders: Taxes are required to E.
documents from the shareholders, there would still be an
option available with the shareholders to file the return
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be withheld in accordance with the provisions of section of income and claim an appropriate refund, if eligible.
195 of the Income-tax Act, 1961 at the applicable rates
In the event of any income tax demand (including
in force. As per the relevant provisions of section 195 of
interest, penalty, etc.) arising from any misrepresentation,
the said Act, the withholding tax shall be at the rate of
inaccuracy or omission of information provided by the
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20% (plus applicable surcharge and cess) on the amount

shareholder, such shareholder will be responsible to
of Dividend payable to them. In case of GDRs and
indemnify the Company and also provide the Company
Foreign Portfolio Investors (“FPI”)/ Foreign Institutional
with all information/ documents and co-operation in any
Investors (”FII”), the withholding tax shall be as per the
appellate proceedings.
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rates specified in section 196C and 196D of the Income-

tax Act, 1961 respectively plus applicable surcharge and The Company shall arrange to email the soft copy of TDS
cess on the amount of Dividend payable to them. certificate to the shareholders at the registered email ID
in due course, post payment of the said Dividend.
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However, as per section 90 of the Income-tax Act, 1961,

the non-resident shareholder has the option to be governed An email communication informing the shareholders
by the provisions of the Double Tax Avoidance Agreement regarding this change in the Income-tax Act, 1961 as
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(“DTAA”) between India and the country of tax residence of well as the relevant procedure to be adopted by them to
the shareholder, if they are more beneficial to them. For avail the applicable tax rate is being sent by the Company
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this purpose, i.e. to avail the Tax Treaty benefits, the non- at the registered email IDs of the Shareholders.
resident shareholder will have to provide the following:
15. IEPF: Under the Act, dividends that are unclaimed/
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• Self-attested copy of the PAN card allotted by the unpaid for a period of seven years are required to be
Indian Income Tax authorities. transferred to the Investor Education and Protection
• Self-attested copy of Tax Residency Certificate Fund (“IEPF“) administered by the Central Government.
(TRC) for Financial Year 2023-24 obtained from An amount of Rs. 2,20,46,088 being unclaimed/unpaid
the tax authorities of the country of which the dividend of the Company for the financial year ended
shareholder is a resident. 31st March, 2015 was transferred in September, 2022
to IEPF.
• Shareholders who have PAN and propose to claim
treaty benefit need to mandatorily file the Form 10F The Company paid to IEPF on 8th August, 2022, an
online at the link https://eportal.incometax.gov.in/ with amount of Rs. 2,41,16,981.20 towards dividend for the
effect from 1st April, 2023 to avail the benefit of DTAA. financial year ended 31st March, 2022 on such shares
which were transferred to IEPF.
• Self-declaration by shareholder of meeting treaty
eligibility requirement and satisfying beneficial Members who have not encashed the dividend warrants/
ownership requirement for Financial Year 2023-24. demand drafts so far in respect of the unclaimed and
•
Self-declaration by the non-resident shareholder unpaid dividends declared by the Company for the
of having no Permanent Establishment in India in Financial Year 2015-16 and thereafter, are requested to
accordance with the applicable Tax Treaty. make their claim to KFintech well in advance of the last
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dates for claiming such unclaimed and unpaid dividends physical securities holders. In view of the above and to
as specified hereunder: eliminate risk associated with physical shares and to avail
various benefits of dematerialisation, Members are advised
Date of Last date for to dematerialise their shares held in physical form.
Financial Year declaration of claiming unpaid/
ended dividend unclaimed dividend Members are accordingly requested to get in touch
with any Depository Participant having registration with
31st March, 2016 10th August, 2016 8th September, 2023
SEBI to open a Demat account or alternatively, contact
31st March, 2017 4th August, 2017 2nd September, 2024 the nearest branch of KFintech to seek guidance in the
31 March, 2018 7 August, 2018
st th
5th September, 2025 demat procedure. Members may also visit website of
31 March, 2019 7 August, 2019
st th
5th September, 2026 depositories viz. National Securities Depository Limited
31 March, 2020 7 August, 2020
st th
6th September, 2027
at https://nsdl.co.in/faqs/faq.php or Central Depository
Services (India) Limited at https://www.cdslindia.com/
31st March, 2021 6th August, 2021 6th September, 2028
Investors/open-demat.html for further understanding the
31 March, 2022 5 August, 2022
st th
5th September, 2029 demat procedure. Members may also refer to Frequently
ursuant to the provisions of Investor Education and
P Asked Questions (“FAQs”) on Company’s website
Protection Fund Authority (Accounting, Audit, Transfer https://www.mahindra.com.
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and Refund) Rules, 2016 (“IEPF Rules”), the Company has 18. ELECTRONIC DISPATCH OF NOTICE AND ANNUAL
uploaded the details of unpaid and unclaimed amounts REPORT: In accordance with the MCA General Circular
lying with the Company as on 31st March, 2022 on the Nos. 20/2020 dated 5th May, 2020 and 10/2022 dated
website of the Company at https://www.mahindra.com and 28th December, 2022 and SEBI Circular No. SEBI/HO/
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also on the website of the MCA at http://www.iepf.gov.in/. CFD/PoD-2/P/CIR/2023/4 dated 5th January, 2023, the
Shareholders are requested to note that, pursuant to the financial statements (including Board’s Report, Auditors’
provisions of section 124 of the Act read with IEPF Rules,
all shares on which dividend has not been paid or claimed E.
Report or other documents required to be attached
therewith) for the Financial Year ended 31st March, 2023
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for seven consecutive years or more shall be transferred pursuant to section 136 of the Act and Notice calling the
to IEPF Authority as notified by the MCA. AGM pursuant to section 101 of the Act read with the
Rules framed thereunder, such statements including the
In accordance with the aforesaid IEPF Rules, an
Notice of AGM are being sent only in electronic mode to
individual communication is being sent to all Members
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those Members whose e-mail addresses are registered with

whose shares are due for transfer to the IEPF Authority
the Company/KFintech or the Depository Participant(s).
and whose email IDs are available, informing them to
The physical copies of such statements and Notice of AGM
claim their unclaimed/unpaid dividend before due date
will be dispatched only to those shareholders who request
to avoid such transfer of shares to IEPF Authority and
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for the same.

notice in this regard is being published in Newspapers.
Members are requested to register/update their email
Members whose unclaimed dividends/shares are/will be
addresses, in respect of electronic holdings with
transferred to the IEPF Authority can claim the same
the Depository through the concerned Depository
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by making an online application to the IEPF Authority in

Participants and in respect of physical holdings with the
the prescribed Form No. IEPF-5 by following the refund
Company / KFintech by following due procedure.
procedure as detailed on the website of IEPF Authority
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http://www.iepf.gov.in/IEPF/refund.html. A copy of the Notice of this AGM along with Annual

Report for the FY 2022-23 is available on the website
16. NOMINATION: Members can avail of the facility of
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of the Company at https://www.mahindra.com, website

nomination in respect of shares held by them in physical
of the Stock Exchanges where the shares of the
form pursuant to the provisions of section 72 of the Act.
Company are listed i.e. BSE Limited and National Stock
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Members desiring to avail of this facility may send their

Exchange of India Limited at www.bseindia.com and
nomination in the prescribed Form No. SH-13 duly filled in
www.nseindia.com respectively and on the website of
to KFin at the above-mentioned address. Members holding
KFin at https://evoting.kfintech.com.
shares in electronic form may contact their respective
Depository Participants for availing this facility. 19. Members are requested to:
17.
TRANSFER OF SHARES PERMITTED IN DEMAT a. intimate to KFin/ the Company, changes, if any,
FORM ONLY: As per Regulation 40 of the SEBI (Listing pertaining to their postal address, e-mail address,
Obligations and Disclosure Requirements) Regulations, telephone/ mobile numbers, Permanent Account
2015 ("Listing Regulations"), securities of listed companies Number (PAN), mandates, nominations, in Form ISR-
can be transferred only in dematerialised form with 1 and other forms prescribed by SEBI;
effect from 1st April, 2019, except in case of transmission
b. intimate to the respective Depository Participant,
or transposition of securities. Further, SEBI vide its
changes, if any, in their registered addresses at an
Circular dated 25th January, 2022, has mandated that
early date, in case of shares held in dematerialised
securities shall be issued only in dematerialised mode
form;
while processing duplicate/ unclaimed suspense/ renewal/
exchange/ endorsement/ sub‑division/ consolidation/ c. quote their folio numbers/Client ID/DP ID in all
transmission/ transposition service requests received from correspondence;
8
d. consolidate their holdings into one folio in case they provided they hold shares as on the cut-off date i.e.
hold shares under multiple folios in the identical Friday, 28th July, 2023. The Company reserves the right
order of names; to restrict the number of speakers depending on the
e. register their PAN with their Depository Participants, availability of time at the AGM.
in case of shares held in dematerialised form; and 23.
INSTRUCTIONS FOR MEMBERS ATTENDING THE AGM
f. refer to Frequently Asked Questions (“FAQs”) section THROUGH VC/OAVM:
on Company’s website https://www.mahindra.com a) TTENDING THE AGM: Members will be provided
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for all requisite formats and procedures. with a facility to attend the AGM through video
20.
SCRUTINISER FOR E-VOTING: Mr. Sachin Bhagwat, conferencing platform provided by KFin. Members
Practicing Company Secretary (Membership No. ACS are requested to login at https://emeetings.kfintech.
10189) and failing him Mr. Prashant Vaishampayan, com and click on the “Video Conference” tab to
Practicing Company Secretary (Membership No. FCS join the Meeting by using the remote e-voting
4251) has been appointed as the Scrutiniser to scrutinise credentials.
the e-voting process in a fair and transparent manner. b) Please note that Members who do not have the User
21.
SUBMISSION OF QUESTIONS / QUERIES PRIOR TO ID and Password for e-voting or have forgotten the
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AGM: User ID and Password may retrieve the same by
following the instructions provided in Note No. 24
a.
For ease of conduct of AGM, Members who wish and 25.
to ask questions/express their views on the items
of the businesses to be transacted at the meeting c)
Members may join the Meeting through Laptops,
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are requested to write to the Company’s investor Smartphones, Tablets or iPads for better experience.
email-id [email protected], at least 48 hours Further, Members will be required to use Internet
before the time fixed for the AGM i.e. by 3.00 p.m.
(IST) on Wednesday, 2nd August, 2023, mentioning E.
with a good speed to avoid any disturbance during
the Meeting. Members will need the latest version
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their name, demat account number/folio number, of Chrome, Safari, MS Edge or Firefox. Please note
registered email ID, mobile number etc. The queries that participants connecting from Mobile Devices or
may be raised precisely and in brief to enable the Tablets or through Laptops connecting via mobile
Company to answer the same suitably depending hotspot may experience Audio/Video loss due to
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on the availability of time at the AGM. fluctuation in their respective network. It is therefore
b. Alternatively, Members holding shares as on the recommended to use stable Wi-Fi or LAN connection
cut-off date i.e. Friday, 28th July, 2023, may also to mitigate any glitches. Members are encouraged to
visit https://emeetings.kfintech.com and click on join the Meeting through Laptops with latest version
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the tab “Post Your Queries” and post their queries/ of Google Chrome for better experience.
views in the window provided, by mentioning their d) Members can join the AGM in the VC/OAVM mode
name, demat account number/ folio number, email 30 minutes before the scheduled time of the
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ID and mobile number. The window shall be closed commencement of the Meeting by following the
48 hours before the time fixed for the AGM i.e. at procedure mentioned at Point No. a above and this
3.00 p.m. (IST) on Wednesday, 2nd August, 2023. mode will be available throughout the proceedings
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c. Members can also post their questions during AGM of the AGM.
through the “Ask A Question” tab, which is available
e)
In case of any query and/or help, in respect
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in the VC/OAVM Facility as well as in the one way

of attending AGM through VC/OAVM mode,
live webcast facility.
Members may refer to the "How it Works" section
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The Company will, at the AGM, endeavour to address of https://emeetings.kfintech.com or contact at

the queries received till 3.00 p.m. (IST) on Wednesday, [email protected], or Ms. Sheetal Doba,
2nd August, 2023 from those Members who have sent Manager - Corporate Registry, KFintech at Selenium,
queries from their registered email IDs. Please note Tower B, Plot No. 31-32, Gachibowli, Financial
that Members’ questions will be answered only if they District, Nanakramguda, Serilingampally, Hyderabad,
continue to hold shares as on the cut-off date. Rangareddy, Telangana – 500 032 or at the email
ID [email protected] or on phone No.: 040-6716
22.
SPEAKER REGISTRATION BEFORE AGM: Members 1509 or call KFin’s toll free No.: 1800-3094-001 for
of the Company who would like to speak or express any further clarifications.
their views or ask questions during the AGM
may register themselves as speakers by visiting 24. PROCEDURE FOR REMOTE E-VOTING
https://emeetings.kfintech.com and clicking on “Speaker
In compliance with the provisions of section 108 of the
Registration” during the period from Monday, 24th July,
Act read with Rule 20 of the Companies (Management and
2023 (9:00 a.m. IST) upto Wednesday, 26th July, 2023
Administration) Rules, 2014, as amended and the provisions
(5:00 p.m. IST). Those Members who have registered
of Regulation 44 of the Listing Regulations read with SEBI
themselves as a speaker will only be allowed to speak/
Circular No. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated 9th
express their views/ask questions during the AGM
December, 2020, Members are provided with the facility to
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cast their vote electronically, through the e-voting services has been enabled to all the individual demat account
provided by KFin on all resolutions set forth in this Notice, holders, by way of single login credential, through their
through remote e-voting. demat accounts / websites of Depositories / DPs in order
to increase the efficiency of the voting process.
Members are requested to note that the Company is
providing facility for remote e-voting and the business Individual demat account holders would be able to
may be transacted through electronic voting system. It cast their vote without having to register again with
is hereby clarified that it is not mandatory for a Member the e-Voting service provider (ESP) thereby not only
to vote using the remote e-voting facility. A Member facilitating seamless authentication but also ease
may avail of the facility at his/her/its discretion, as per and convenience of participating in e-Voting process.
the instructions provided herein: Shareholders are advised to update their mobile number
and e-mail ID with their DPs to access e-Voting facility.
Information and instructions for Remote e-voting
by Individual Shareholders holding shares of the The procedure to login and access remote e-voting, as
Company in demat mode: devised by the Depositories/ Depository Participant(s), is
given below:
Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/
CIR/P/2020/242 dated 9th December, 2020 on “e-Voting A) ogin method for remote e-Voting for Individual
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facility provided by Listed Companies”, e-Voting process shareholders holding securities in demat mode.
Type of shareholders Login Method
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Individual Shareholders 1. User already registered for IDeAS facility:
holding securities in I. Visit URL: https://eservices.nsdl.com
demat mode with NSDL
II.
III.
E.
Click on the “Beneficial Owner” icon under “Login” under ‘IDeAS’ section.
On the new page, enter User ID and Password.
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IV. Post successful authentication, click on “Access to e-Voting”
V. You will see Company Name: “Mahindra & Mahindra Limited” on the next screen. Click on the
e-Voting link available against Mahindra & Mahindra Limited or select e-Voting service provider
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“KFintech” and you will be re-directed to the e-Voting page of KFintech to cast your vote without
any further authentication.
2. User not registered for IDeAS e-Services
I. To register click on link: https://eservices.nsdl.com
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II. Select “Register Online for IDeAS” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

III. Proceed with completing the required fields.
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IV. Follow steps given in point 1.

3. Alternatively by directly accessing the e-Voting website of NSDL
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I. Open URL: https://www.evoting.nsdl.com/

II. Click on the icon “Login” which is available under ‘Shareholder/Member’ section.
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III. On the login page, enter User ID (that is, 16-character demat account number held with NSDL,
starting with IN), Login Type, that is, through typing Password (in case you are registered on NSDL’s
e-voting platform)/ through generation of OTP (in case your mobile/e-mail address is registered in
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your demat account) and Verification Code as shown on the screen.

IV. On successful authentication, you will enter the e-voting module of NSDL. Click on “Active E-voting
Cycles / VC or OAVMs” option under E-voting. You will see Company Name: “Mahindra & Mahindra
Limited” on the next screen. Click on the e-Voting link available against Mahindra & Mahindra
Limited or select e-Voting service provider “KFintech” and you will be re-directed to the e-Voting
page of KFintech to cast your vote without any further authentication.
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Type of shareholders Login Method
Individual Shareholders 1. Existing user already opted for Easi / Easiest

holding securities in I. Visit URL: https://web.cdslindia.com/myeasinew/home/login/ or URL: www.cdslindia.com and
demat mode with CDSL click on New System Myeasi / Login to My Easi option under Quick Login
II. Enter your User ID and Password for accessing Easi / Easiest.
III. You will see Company Name: “Mahindra & Mahindra Limited” on the next screen. Click on the
e-Voting link available against Mahindra & Mahindra Limited or select e-Voting service provider
“KFintech” and you will be re-directed to the e-Voting page of KFintech to cast your vote without
any further authentication.
2. User not registered for Easi/Easiest
I. Option to register is available at https://web.cdslindia.com/myeasinew/Registration/EasiRegistration
II. Proceed with completing the required fields.
III. Follow the steps given in point 1.
3. Alternatively, by directly accessing the e-Voting website of CDSL
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I. Visit URL: www.cdslindia.com
II. Click on Evoting tab and provide your demat Account Number and PAN.
III. System will authenticate user by sending OTP on registered Mobile & Email as recorded in the
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demat Account.
IV. On successful authentication, you will enter the e-voting module of CDSL. Click on the e-Voting
E.
link available against Mahindra & Mahindra Limited or select e-Voting service provider “KFintech”
and you will be re-directed to the e-Voting page of KFintech to cast your vote without any further
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authentication.
Individual Shareholders I. Individual shareholders holding shares of the Company in Demat mode can access e-Voting facility
holding securities in provided by the Company using login credentials of their demat accounts (online accounts) through
demat mode – Login their demat accounts / websites of Depository Participants registered with NSDL/CDSL.
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through demat II. An option for “e-Voting” will be available once you have successfully logged-in through your respective
accounts / Website of logins. Click on the option “e-Voting” and you will be redirected to e-Voting modules of NSDL/CDSL (as
Depository Participant may be applicable).
III. Click on the e-Voting link available against Mahindra & Mahindra Limited or select e-Voting service
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provider “KFintech” and you will be re-directed to the e-Voting page of KFintech to cast your vote
without any further authentication.
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Members who are unable to retrieve User ID / Members whose e-mail IDs are registered with
Password are advised to use "Forgot user ID" and the Company/Depository Participant(s)] which
"Forgot Password" option available at respective includes details of E-Voting Event Number
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websites. (“EVEN“), USER ID and password:

Helpdesk for Individual Shareholders holding securities (i)
Launch internet browser by typing the
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in demat mode for any technical issues related to URL: https://evoting.Kfintech.com.

login through Depository i.e. NSDL and CDSL:
(ii) Enter the login credentials (i.e. User ID and
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password). In case of physical folio, User ID

Login type Helpdesk details
will be EVEN followed by folio number. In
Securities Please contact NSDL helpdesk by sending case of Demat account, User ID will be your
held with a request at [email protected] or call at DP ID and Client ID. However, if you are
NSDL toll free no.: 1800 1020 990 and 1800 already registered with KFin for e-voting,
22 44 30 you can login by using your existing User
Securities Please contact CDSL helpdesk by sending a ID and password for casting your vote.
held with request at [email protected] (iii) After entering these details appropriately,
CDSL or contact at 022-23058738 or 022- click on “LOGIN”.
23058542/43
(iv) You will now reach password change Menu
B) Login method for e-Voting for shareholders other wherein you are required to mandatorily
than Individual shareholders holding securities change your password. The new password
in demat mode and for all shareholders holding shall comprise of minimum 8 characters
securities in physical mode. with at least one upper case (A-Z), one
a. Member will receive an e-mail from KFin [for lower case (a-z), one numeric value (0-9)
and a special character (@,#,$, etc.). The
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system will prompt you to change your the Company at [email protected].

password and update your contact details It should reach the Scrutiniser & the
like mobile number, email ID etc. on first Company by email not later than Thursday,
login. You may also enter a secret question 3rd August, 2023 (5:00 p.m. IST). In case
and answer of your choice to retrieve your if the authorised representative attends
password in case you forget it. It is strongly the Meeting, the above mentioned
recommended that you do not share documents shall be submitted before the
your password with any other person and commencement of AGM.
that you take utmost care to keep your
b. In case e-mail ID of a Member is not registered
password confidential.
with the Company/ Depository Participant(s),
(v) You need to login again with the new then such Member is requested to register/
credentials. update their e-mail addresses with the
Depository Participant (in case of Shares held
(vi) On successful login, the system will in dematerialised form) and inform KFin at
prompt you to select the “EVENT” i.e. the email ID [email protected] (in case of
Mahindra & Mahindra Limited. Shares held in physical form):
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(vii) On the voting page, enter the number (i) Upon registration, Member will receive an
of shares (which represents the number e-mail from KFin which includes details of
of votes) as on the cut-off date under E-Voting Event Number (EVEN), USER ID
“FOR/AGAINST” or alternatively, you may and password.
partially enter any number in “FOR” and
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(ii) Please follow all steps from Note No. 24
partially “AGAINST” but the total number (B) (a) (i) to (xii) above to cast your vote
in “FOR/AGAINST” taken together shall
not exceed your total shareholding as on
the cut-off date. You may also choose the
E. by electronic means.
25. OTHER INSTRUCTIONS:
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option ABSTAIN. If the Member does not
a. In case of any query and/or grievance, in respect of
indicate either “FOR” or “AGAINST” it will
voting by electronic means, Members may refer to
be treated as “ABSTAIN” and the shares
the Help & Frequently Asked Questions (FAQs) and
held will not be counted under either
E-voting user manual available at the download
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head.
Section of https://evoting.kfintech.com or contact
(viii) Voting has to be done for each item of at [email protected], or Ms. Sheetal Doba,
the notice separately. In case you do not Manager - Corporate Registry, KFin at KFintech,
desire to cast your vote on any specific Selenium, Tower B, Plot No. 31-32, Gachibowli,
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item, it will be treated as abstained. Financial District, Nanakramguda, Serilingampally,

Hyderabad, Rangareddy, Telangana – 500 032 or
(ix) Members holding multiple folios/ demat at the email ID [email protected] or on phone
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accounts shall vote separately for each No.: 040-6716 1509 or call KFin’s toll free No.:
folio/ demat account. 1800-3094-001 for any further clarifications.
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(x) You may then cast your vote by selecting b. You can also update your mobile number and e-mail
an appropriate option and click on ID in the user profile details of the folio which may
“Submit”. be used for sending future communication(s).
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(xi) A confirmation box will be displayed. Click c. The remote e-voting period commences on Monday,
“OK” to confirm else “CANCEL” to modify.
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31st July, 2023 (9:00 a.m. IST) and ends on Thursday,

Once you have voted on the resolution(s), 3rd August, 2023 (5:00 p.m. IST). During this period,
you will not be allowed to modify your Members of the Company, holding shares either in
vote. During the voting period, you can physical form or in dematerialised form, as on the
login multiple times till you have confirmed cut-off date Friday, 28th July, 2023 may cast their
that you have voted on the resolution. votes electronically. The remote e-voting module
(xii) Corporate/ Institutional Members (i.e. other shall be disabled for voting thereafter. Once the vote
than Individuals, HUF, NRI etc.) are required on a resolution(s) is cast by the Member, the Member
to send scanned certified true copy shall not be allowed to change it subsequently.
(PDF Format) of the Board Resolution/ A person who is not a Member as on the cut-off date
Authority Letter etc., duly authorising should treat this Notice for information purposes only.
their authorised representative(s) to
attend the AGM through VC/OAVM on d. The voting rights of Members shall be in proportion
its behalf and to vote through remote to their share in the paid-up equity share capital of
e-voting to the Scrutiniser at his e-mail the Company as on Friday, 28th July, 2023 being the
ID [email protected] with a copy cut-off date. Members are eligible to cast vote only
marked to [email protected] and to if they are holding shares as on that date.
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e. Persons holding securities in physical mode and non- 27. The results shall be declared not later than forty-
individual shareholders holding securities in demat eight hours from conclusion of the Meeting which is
mode who become Members of the Company after within the time stipulated under the applicable laws.
dispatch of AGM Notice but on or before the cut- The results declared along with the Scrutiniser’s
off date for E-Voting, i.e. Friday, 28th July, 2023, may Report will be placed on the website of the Company
obtain the User ID and Password in the manner as at https://www.mahindra.com and the website of
mentioned below: KFin: https://evoting.kfintech.com immediately after
(i)
If the mobile number of the Member is the results are declared and will simultaneously
registered against Folio No./DP ID Client ID, the be forwarded to BSE Limited and National Stock
Member may send SMS: MYEPWD Folio No. or Exchange of India Limited, where Equity Shares of
DP ID Client ID to +91 9212993399. In case of the Company are listed and shall be displayed at the
physical holding, prefix Folio No. with EVEN. Registered Office as well as at the Corporate Office of
the Company.
Example for NSDL:
MYEPWD <SPACE> IN12345612345678 28. PROCEDURE FOR REGISTERING THE EMAIL
ADDRESSES AND OBTAINING THE AGM NOTICE
Example for CDSL:
AND E-VOTING INSTRUCTIONS BY THE MEMBERS
MYEPWD <SPACE> 1402345612345678
WHOSE EMAIL ADDRESSES ARE NOT REGISTERED
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Example for Physical: WITH THE DEPOSITORIES (IN CASE OF MEMBERS
MYEPWD <SPACE> XXXX1234567890 HOLDING SHARES IN DEMAT FORM) OR WITH
(XXXX being EVEN) KFIN (IN CASE OF MEMBERS HOLDING SHARES IN
PHYSICAL FORM):
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(ii)
If e-mail address or mobile number of the
Member is registered against Folio No./ I. Those Members who have not yet registered their
DP ID Client ID, then on the home page of
https://evoting.kfintech.com, the member may E.
email addresses are requested to get their email
addresses registered by following the procedure
given below:
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click “Forgot Password” and enter Folio No.
or DP ID Client ID and PAN to generate a
a. Members holding shares in demat form can get
password.
their email ID registered by contacting their
(iii) Member may call KFin toll free number respective Depository Participant.
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1800-3094-001.
b.
Members holding shares in physical form
(iv) Member may send an e-mail request to
may register their email address and mobile
[email protected].
number with KFin Technologies Limited
KFin shall send User ID and Password to those by sending Form ISR-1 and other relevant
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new Members whose e-mail IDs are available. forms to KFintech at Selenium, Tower-B, Plot
26. VOTING AT THE AGM: No. 31 & 32, Gachibowli, Financial District,
Nanakramguda, Serilingampally, Hyderabad,
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a. The procedure for e-voting during the AGM is same as Rangareddy, Telangana India – 500 032 or
the instructions mentioned above for remote e-voting at the email ID [email protected] for
since the Meeting is being held through VC/OAVM. receiving the AGM Notice and the e-voting
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instructions.
b. The e-voting window shall be activated upon
instructions of the Chairman of the Meeting during
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II. Those Members who have already registered their

the AGM. email addresses are requested to keep their email
addresses validated/updated with their DPs / KFin
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c. E-voting during the AGM is integrated with the VC/

to enable serving of notices / documents / Annual
OAVM platform and no separate login is required
Reports and other communications electronically to
for the same.
their email address in future.
d.
Only those Members/ Shareholders, who will be
29. KPRISM – Mobile service application by KFin:
present in the AGM through VC/OAVM facility and
have not cast their vote on the Resolutions through Members are requested to note that KFin has
remote e-voting and are otherwise not barred from launched a mobile application – KPRISM and a website
doing so, shall be eligible to vote through e-voting https://kprism.kfintech.com for online service to Members.
system in the AGM. Members can download the mobile application, register
themselves (one time) for availing host of services viz.,
e. Members who have already cast their votes by
view of consolidated portfolio serviced by KFin, Dividend
remote e-voting are eligible to attend the Meeting
status, requests for change of address, change/update
through VC/OAVM; however, these Members are not
Bank Mandate. Through the Mobile application, Members
entitled to cast their vote again during the Meeting.
can download Annual Reports, standard forms and
A Member can opt for only single mode of voting
keep track of upcoming General Meetings and dividend
i.e. through Remote e-voting or voting through VC/
disbursements.
OAVM mode during the AGM.
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The mobile application is a. Through ‘In Person Verification’ (IPV) - the authorized
available for download person of the RTA shall verify the original documents
from Android Play Store. furnished by the investor and retain copy(ies) with
Members may alternatively IPV stamping with date and initials; or
visit the link https://kprism.
b. Through hard copies which are self-attested, which
kfintech.com/app/ or scan
can be shared on the address below; or
the QR Code to download
the mobile application.
Name KFIN Technologies Mahindra & Mahindra
Limited Limited
Address Selenium Building, Shares Department,
30. Webcast: Tower-B, Mahindra Towers, 2nd Floor,
Your Company will be providing the facility of live Plot No 31 & 32, Dr. G. M. Bhosale Marg,
webcast of proceedings of AGM. Members who are Financial District, Worli, Mumbai – 400 018.
Nanakramguda,
entitled to participate in the AGM can view the
Serilingampally,
proceedings of AGM by logging on the website of KFin
Hyderabad, Rangareddy,
at https://emeetings.kfintech.com using their secure
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Telangana India - 500 032.
login credentials. Members are encouraged to use this
facility of webcast. During the live webcast of AGM,
c. Through electronic mode with e-sign by following
Members may post their queries in the message box
the link: https://ris.kfintech.com/clientservices/isc/
provided on the screen.
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default.aspx#
31.
Procedure for registration and updation of email and
Detailed FAQ can be found on the link: https://ris.kfintech.

mobile for securities held in physical mode:
Members of the Company holding shares in physical E.
com/faq.html
For more information on updating the email and mobile
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mode are hereby notified that SEBI has mandated that
detail for securities held in electronic mode, please reach
all the folios have to be KYC compliant and accordingly,
out to the respective DP(s), where the demat account is
asked the shareholders to furnish their PAN, contact
being held.
details, bank account details and nomination to
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the Registrars and Share Transfer Agents (RTAs).

The shareholders are also required to register the By Order of the Board
postal address with PIN and are encouraged to register
their e-mail ID. NARAYAN SHANKAR
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Company Secretary
Further, members holding shares in physical mode can
ACS No. 8666
register/update their contact details by submitting the
requisite Form ISR 1 along with the supporting documents. Registered Office:
Gateway Building, Apollo Bunder,
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The aforesaid form can be downloaded from the website

of the Company and RTA at: https://www.mahindra. Mumbai – 400 001.
com/investor-relations/regulatory-filings and https://ris. CIN : L65990MH1945PLC004558
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kfintech.com/clientservices/isc/default.aspx respectively. e-mail : [email protected]

Website : https://www.mahindra.com

ISR Form(s) and the supporting documents can be Tel. : +91 22 22895500
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provided by any one of the following modes: Mumbai, 26th May, 2023
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Additional Information with respect to Item Nos. 4 and Directorships and Committee positions:
5 and Explanatory Statement in respect of the Special
Mr. Sharma is Non-Executive Non-Independent Director of
Business in Item Nos. 6 to 13 pursuant to section 102 of
Mahindra & Mahindra Limited, Director of Ambuja Cement
the Companies Act, 2013
Foundation, Independent Director of Tata Steel Limited,
ITEM NO. 4: Reliance Power Limited, NURECA Limited and Vidarbha
Industries Power Limited.
Proposal:
Mr. Vijay Kumar Sharma is a Chairman/Member of the
Mr. Vijay Kumar Sharma (DIN: 02449088), the Non‑Executive
following Board Committees:
Non-Independent Director of the Company representing
Life Insurance Corporation of India is liable to retire by rotation Sr. Name of the Name of the Position
and being eligible, has offered himself for re‑appointment. Mr. No. Company Committee Held
Vijay Kumar Sharma was first appointed as a Director on the
Board of the Company with effect from 14th November, 2018. 1. Mahindra & Strategic Investment Member
Mahindra Limited Committee
Brief resume of Mr. Vijay Kumar Sharma, nature of his expertise
in specific functional areas, disclosure of relationships between 2. Tata Steel Limited Stakeholders Chairman
directors inter-se, name of listed entities and other companies Relationship
Committee
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in which he holds directorships and memberships/chairmanships
of Board Committees, shareholding in the Company, the Nomination and Member
number of Meetings of the Board attended during the year, Remuneration
along with disclosure pertaining to his resignation from listed Committee
entities in the past three years, as stipulated under SEBI
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Safety Health Member
(Listing Obligations and Disclosure Requirements) Regulations,
and Environment
2015 and Secretarial Standard on General Meetings issued by
the Institute of Company Secretaries of India are stated herein,
and are also provided in the Corporate Governance Report 3.
E.
Reliance Power
Committee
Nomination and Chairman
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forming part of the Annual Report. Limited Remuneration
Committee
Profile:
Stakeholders Chairman
Mr. Vijay Kumar Sharma has completed 64 years of age. Relationship
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Committee
Mr. Sharma is a post-graduate (M.Sc.) from Patna University.
He joined Life Insurance Corporation of India (“LIC”) as Direct Audit Committee Member
Recruit Officer in 1981 and grew up with the Corporation
Risk Management Member
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since then. He held various challenging assignments pan India

Committee
and in all operational streams including in-charge positions
at different levels. Working across length and breadth of Corporate Social Member
the country has added immensely to his experience and Responsibility
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honed his understanding of demographics of the country, Committee

socio-economic needs of different regions and multi-cultural 4. Vidarbha Industries Audit Committee Chairman
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challenges in implementation of LIC’s objectives. Power Limited

CSR Committee Chairman
Mr. Sharma superannuated as Chairman of LIC on
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31st December, 2018. Prior to his taking over as Chairman Nomination & Member
on 16th December, 2016, he served as Chairman (In charge) Remuneration
from 16th September, 2016 and Managing Director of Committee
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LIC from 1st November, 2013. From December, 2010 to Resignation as a Director from Listed Entities in the past
November, 2013, he served as Managing Director & Chief three years:
Executive Officer, LIC Housing Finance Limited (LIC HFL), a
premier housing finance company in the country. As MD & Mr. Vijay Kumar Sharma has resigned as a Director of ACC
CEO of LIC HFL, he stabilized the operations under most Limited on 20 th July, 2020.
challenging circumstances of negative media glare, intense Attendance at Board Meetings:
scrutiny by Regulator & others and turned it around to be During the year 1st April, 2022 to 31st March, 2023, 9 Board
the best Housing Finance Company in 2011. Meetings of the Company were held and Mr. Vijay Kumar
He has been an inspirational leader who utilizes negotiation Sharma had attended 8 Meetings.
skills gained over thirty seven years of extensive experience Remuneration:
in insurance and financial sectors and strongly connects to
the grass root levels, believes in bottom-up approach and has Mr. Vijay Kumar Sharma is entitled to sitting fees for
the ability to see the Big Picture and translate it to reality. He attending the Meetings of the Board of Directors and
is known as Growth Leader, leading the Organisation to surge Committees thereof. In addition, he would be entitled to
ahead and turnaround on its growth path in all the segments commission, which is paid to LIC, as determined each year
of performance. by the Board of Directors within the limits approved by the
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Members of the Company for the Non-Executive Directors of As the remuneration payable to Mr. Anand G. Mahindra in
the Company. The sitting fees paid to Mr. Vijay Kumar Sharma the Financial Year 2023-24 (in accordance with the approval
during the Financial Year 2022- 23 is Rs. 10.10 lakhs. The accorded by the Members at the Seventy-Fifth Annual General
commission paid to LIC on behalf of Mr. Vijay Kumar Sharma Meeting) is likely to exceed fifty percent of the total annual
for the Financial Year 2021-22 is Rs. 30 lakhs. For Financial remuneration payable to all Non-Executive Directors of the
Year 2022-23, Commission payable to LIC on behalf of Company, consent of the Members is sought for passing a
Mr. Vijay Kumar Sharma will be Rs. 38 lakhs. Special Resolution as set out at Item No. 6 of the Notice.
Brief resume of Mr. Mahindra, nature of his expertise in specific
Other information:
functional areas, disclosure of relationships between directors
Mr. Vijay Kumar Sharma does not hold any Ordinary (Equity) inter-se, name of listed entities and other companies in which
Shares in the Company. he holds directorships and memberships/ chairmanships
Mr. Vijay Kumar Sharma is not debarred from holding the office of Board Committees, shareholding in the Company, the
of Director pursuant to any Order issued by the Securities number of Meetings of the Board attended during the year,
and Exchange Board of India (SEBI) or any other authority. along with disclosure pertaining to his resignation from
listed entities in the past three years, as stipulated under
Save and except Mr. Vijay Kumar Sharma, and his relatives to the Listing Regulations and Secretarial Standard on General
the extent of their shareholding interest, if any, in the Company, Meetings issued by the Institute of Company Secretaries of
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none of the other Directors, Key Managerial Personnel (“KMP“) India are stated herein, and are also provided in the Corporate
of the Company and their relatives are, in any way, concerned Governance Report forming part of the Annual Report.
or interested, financially or otherwise, in the Resolution set
out at Item No. 4 of the Notice. Mr. Vijay Kumar Sharma is not Profile:
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related to any other Director / KMP of the Company.
Mr. Mahindra has completed 68 years of age.
The Board recommends the Ordinary Resolution set out at
Item No. 4 of the Notice for approval of the Members.
E.
Mr. Mahindra graduated Magna Cum Laude from Harvard
College (1977) and secured an MBA from the Harvard
Business School (1981). He made a generous endowment in
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ITEM NOS. 5 and 6:
2010 to the Harvard Humanities Center which is now known
Proposal: as the Mahindra Humanities Centre at Harvard. In 2008
Mr. Anand G. Mahindra (DIN: 00004695), Non-Executive he was bestowed the Harvard Business School’s Alumni
Achievement Award and in 2014 he became the first Indian
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Chairman of the Company, is liable to retire by rotation and being

eligible, has offered himself for re-appointment and hence recipient of the Harvard Alumni Association’s Harvard Medal.
consent of the Members is sought for passing an Ordinary Mr. Mahindra was first appointed as a Director on the
Resolution as set out at Item No. 5 of the Notice. Board of the Company on 23rd November, 1989. He then
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Mr. Mahindra was first appointed on the Board on took over as Deputy Managing Director of the Company in
23rd November, 1989 as a Director of the Company and 1991 at a time when the turnover was US$ 177 million. He
transitioned to the role of Non-Executive Chairman of the initiated a comprehensive change programme to make the
Company an efficient and aggressive competitor in the new
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Company with effect from 12th November, 2021.

liberalised economic environment in India.
As Non-Executive Chairman, Mr. Anand Mahindra serves
as mentor and sounding board for the Managing Director In April 1997, he was appointed as Managing Director of
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and Senior Management especially in the areas of Strategic Mahindra & Mahindra Limited and in January 2001 given
Planning, Risk Mitigation and External Interface. He continues the additional responsibility of Vice Chairman. In August
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to play an important role in epitomising and building Brand 2012, he was appointed as Chairman and designated as
Mahindra. He is available to provide feedback and counsel Chairman & Managing Director of Mahindra & Mahindra
Limited. In November, 2016, Mr. Mahindra was re-designated
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to the Managing Director and Senior Management on key

issues facing the Company. as Executive Chairman of Mahindra & Mahindra Limited.
The remuneration paid to Mr. Anand G. Mahindra, as Non Mr. Anand Mahindra's tenure has seen the Group expand
Executive Chairman of the Company from 12th November, domestically and internationally into a range of major industrial
2021 till date and to be paid until 11th November, 2026 has sectors from automobiles and agriculture to IT and aerospace.
been and will be in accordance with the approval accorded
by the Members at the Seventy-Fifth Annual General Meeting He has served on several influential bodies, national and
held on 6th August, 2021. international. These include the Reserve Bank of India, UN
Global Compact Board, Global Board of Advisors of the
Pursuant to the provisions of Regulation 17(6)(ca) of SEBI Council on Foreign Relations, World Bank Group’s Advisory
(Listing Obligations and Disclosure Requirements) Regulations, Board for Doing Business and the International Advisory
2015 ("Listing Regulations"), approval of the Members of the Council of Singapore’s Economic Development Board. He has
Company by way of a Special Resolution is required to be been the President of The Confederation of Indian Industry
obtained every year for payment of Annual Remuneration and served on the boards of the National Stock Exchange of
to a single Non-Executive Director exceeding fifty percent of India Limited and the National Council of Applied Economic
the total annual remuneration payable to all Non-Executive
Research. He is currently on the Board of Invest India, the
Directors, giving details of remuneration thereof.
National Investment Promotion and Facilitation Agency.
16
Mr. Mahindra has been conferred with the Padma Bhushan Resignation as a Director from Listed Entities in the past
Award (2020), India's third highest civilian honour for his three years:
contribution to the nation in the field of ‘Trade and Industry’. Mr. Mahindra has not resigned as a Director from any listed
He has been named in Barron's List of Top 30 CEOs worldwide entity in the past three years.
(2016) and Fortune Magazine’s list of the World’s 50 Greatest
Attendance at Board Meetings:
Leaders (2014). He was a recipient of the Best Transformational
Leader Award by the Asian Centre for Corporate Governance & During the year 1st April, 2022 to 31st March, 2023, 9 Board
Sustainability (2012). He was appointed ‘Knight in the National Meetings of the Company were held, and Mr. Mahindra had
Order of the Legion of Honour’ by the President of the French attended all the Meetings.
Republic (2016) and conferred the 'Grand Officer of the Order Remuneration:
of the Star of Italy', by the President of Italy (2013).
The terms and conditions and remuneration of Mr. Mahindra
Mr. Mahindra is an incisive business commentator and would be governed as per the approval granted by the
humanitarian with over 10 million followers on Twitter. Among Members of the Company at the Seventy-Fifth Annual General
his many social change initiatives is the Nanhi Kali programme, Meeting held on 6th August, 2021. The remuneration paid to
which, for the last two decades, has provided over 330,000 Mr. Mahindra during the Financial Year 2022-23 is Rs. 5.14
under-privileged girls access to high quality education. Mr. crores (including sitting fees).
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Mahindra is the Chairman of the Board of Naandi Foundation, Other information:
India’s leading NGO focused on educating girls, skilling youth
and providing sustainable livelihoods to small farmers through Mr. Mahindra holds 14,30,008 Ordinary (Equity) Shares in
the Company.
biodynamic agriculture. Mr. Mahindra also serves on the
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Founders Board of The Rise Fund, a $2 billion impact fund. Mr. Mahindra is not debarred from holding the office of
Director pursuant to any Order issued by the Securities and
He is a strong votary of arts and culture. Mahindra Blues,
Mahindra Excellence in Theatre Awards and Mahindra
Sanatkada celebrate and nurture music, theatre culture, E.
Exchange Board of India (SEBI) or any other authority.
Save and except Mr. Mahindra, and his relatives to the extent
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art and history in India. Mr. Mahindra is the member of the of their shareholding interest, if any, in the Company, none
Global Advisory Council of the Lincoln Center, New York of the other Directors, Key Managerial Personnel (“KMP“) of
and has previously served on the Board of Trustees of the the Company and their relatives are, in any way, concerned
Natural History Museum of London. or interested, financially or otherwise, in the Resolution set
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out at Item Nos. 5 & 6 of the Notice. Mr. Mahindra is not

In 2014, Mr. Mahindra founded the Pro Kabaddi League related to any other Director / KMP of the Company.
to popularize the ancient and popular Indian game of
kabaddi. The league, televised through the STAR television The Board recommends the Ordinary Resolution set out at
network, is aimed at creating a new popular fan following Item No. 5 and Special Resolution set out at Item No. 6 of
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the Notice for approval of the Members.

for Kabaddi as an antithesis to cricket.
ITEM NO. 7:
Directorships and Committee positions: The Board of Directors, at its Meeting held on 26th May, 2023,
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Mr. Anand G. Mahindra is the Chairman of Mahindra & Mahindra upon the recommendation of the Audit Committee, approved
Limited, Tech Mahindra Limited, Mahindra Holdings Limited and the appointment of Messrs D. C. Dave & Co., Cost Accountants
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Classic Legends Private Limited, and Director of Prudential having Firm Registration Number 000611, as Cost Auditors of
Management & Services Private Limited, The Mahindra United the Company for conducting the audit of the cost records of
World College of India, Tech Mahindra Foundation, Araku the Company, for the Financial Year ending 31st March, 2024,
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Originals Private Limited, Naandi Community Water Services at a remuneration of Rs. 9,00,000 (Rupees Nine Lakhs only)
Private Limited, Breach Candy Hospital Trust, Invest India and (plus Goods and Services Tax and reimbursement of out of
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The Indian and Eastern Engineer Company Private Limited. He pocket expenses).
is also Part-time non‑official Director of the Central Board of Pursuant to section 148 of the Companies Act, 2013
the Reserve Bank of India. read with the Companies (Audit and Auditors) Rules,
Mr. Anand G. Mahindra is a Chairman/Member of the following 2014, Members of the Company are required to ratify the
Board Committees: remuneration to be paid to the cost auditors of the Company.
Accordingly, consent of the Members is sought for passing
Sr. Name of the Name of the Committee Position an Ordinary Resolution as set out at Item No. 7 of the
No. Company held Notice for ratification of the remuneration payable to the
1. Mahindra & Mahindra Strategic Investment Chairman Cost Auditors for conducting the audit of the cost records of
Limited Committee the Company for the Financial Year ending 31st March, 2024.
Sale of Assets Committee Chairman None of the Directors, Key Managerial Personnel of the
Company and their relatives are, in any way, concerned or
Corporate Social Member interested, financially or otherwise, in the Resolution set out
Responsibility Committee at Item No. 7 of the Notice.
Stakeholders Relationship Member The Board recommends the Ordinary Resolution set out at
Committee Item No. 7 of the Notice for approval of the Members.
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ITEM NO. 8: Dr. Shah joined Mahindra Group in 2014, as Group President
Background & Proposal (Strategy), and worked closely with all businesses on key
strategic initiatives, built capabilities such as digitization &
The Members of the Company at the Seventy-Fourth Annual data sciences and enabled synergies across group companies.
General Meeting of the Company held on 7th August, 2020 In 2019, he was appointed Deputy Managing Director and
(“74th AGM”), had approved the appointment of Dr. Anish Shah Group CFO, with responsibility for the Group Corporate Office
(DIN: 02719429) as Whole-time Director of the Company and full oversight of all businesses other than the Auto and
designated as Deputy Managing Director and Group Chief Farm sectors, as a part of the transition plan to the CEO role.
Financial Officer of the Company with effect from 1st April,
2020 to 1st April, 2021 and as the Managing Director and Chief Dr. Shah was President and CEO of GE Capital India from 2009-
Executive Officer of the Company with effect from 2nd April, 14, where he led the transformation of the business, including
2021 to 31st March, 2025 and the terms and conditions of the a turnaround of its SBI Card joint venture. His career at GE
remuneration payable to him. spanned 14 years, during which he held several leadership
positions at GE Capital’s US and global units. As Director,
The Members at the said meeting had approved basic salary
Global Mortgage, he worked across 33 countries to drive
to Dr. Anish Shah as Managing Director and Chief Executive
growth and manage risk. As Senior Vice President (Marketing
Officer in the scale of Rs. 18,00,000 to Rs. 30,00,000 per
and Product Development) at GE Mortgage Insurance, he led
month with effect from 2nd April, 2021 to 31st March, 2025
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various growth initiatives and played a key role in preparing
(both days inclusive) and perquisites and Performance Pay
the business for an IPO, as a spinoff from GE. In his initial years
not exceeding 200% and 150% of the Annual Basic Salary
respectively. with GE, Dr. Shah also led Strategy, eCommerce and Sales
Force Effectiveness and had the unique experience of running
Taking into consideration the intrinsic growth and performance
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a dot-com business within GE. Dr. Shah also received GE’s
of the Company under the strategic guidance and leadership prestigious Lewis Latimer Award for outstanding utilisation
of Dr. Shah as Managing Director and Chief Executive
Officer of the Company and based on the recommendation
of Governance, Nomination and Remuneration Committee
E.
of Six Sigma in developing a “Digital Cockpit.”
He has diverse experience with global businesses beyond
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(“GNRC”), the Board of Directors of the Company at its GE. He led Bank of America's US Debit Products business,
Meeting held on 26th May, 2023, approved revision in the where he launched an innovative rewards program, led
terms of remuneration of Dr. Anish Shah by increasing the numerous initiatives in payment technology and worked
scale of basic salary and performance pay, as follows: closely with various teams across the Bank to enhance
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value for the customer.

Basic Salary Scale:
As a Strategy Consultant at Bain & Company in Boston, he
Rs. 30,00,000 to Rs. 55,00,000 per month with effect from
worked across multiple industries, including banking, oil rigs,
1st August, 2023 to 31st March, 2025.
paper, paint, steam boilers and medical equipment. His first role
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Performance Pay: was with Citibank in Mumbai, where he issued bank guarantees
Performance Pay based on his performance and performance and letters of credit as Assistant Manager, Trade Services.
of the Company to an amount not exceeding 235% of the Directorships and Committee positions:
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Annual Basic Salary from the Financial Year 2022-23 to

Dr. Anish Shah is the Managing Director and Chief Executive
Financial Year 2024-25.
Officer of Mahindra & Mahindra Limited, Chairman of Mahindra
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All other terms and conditions relating to his appointment & Mahindra Financial Services Limited and Mahindra Logistics
and remuneration as approved earlier by the Members Limited, Non-Executive and Non-Independent Director of
remain unchanged and continue to be effective.
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Mahindra Lifespace Developers Limited, Tech Mahindra

Profile: Limited, Mahindra Holidays & Resorts India Limited, Additional
Director of Tech Mahindra Foundation and Director and Senior
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Dr. Shah has completed 53 years of age. Vice President of Federation of Indian Chamber of Commerce
Dr. Shah holds a Ph.D from Carnegie Mellon’s Tepper School of & Industry (FICCI). Dr. Anish Shah, as Managing Director &
Business where his doctoral thesis was in the field of Corporate CEO of the Company serves as a Non-Executive Director
Governance. He also received a Masters degree from Carnegie on the Board of other subsidiaries and associate(s) of the
Mellon and has a postgraduate diploma in Management from Company, in accordance with fulfilment of his role of having
the Indian Institute of Management, Ahmedabad. He has full oversight of all business sectors of the Mahindra Group.
received various scholarships, including the William Latimer Dr. Anish Shah is a Member of the following Board
Mellon Scholarship, Industry Scholarship at IIMA, National Committees:
Talent Search and Sir Dorabji Tata Trust.
Dr. Shah is the Managing Director and CEO of Mahindra & Sr. Name of the Name of the Committee Position
No. Company held
Mahindra Limited. His role as Group CEO includes oversight
of all Group businesses, which employ 260,000+ associates 1. Mahindra & Risk Management Member
across 20 industries and 100+ countries. His primary focus Mahindra Limited Committee
is on nurturing a purpose-driven organization, establishing Corporate Social Member
tech leadership in each industry and value creation Responsibility Committee
across businesses. Sale of Assets Committee Member
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Sr. Name of the Name of the Committee Position payable to Dr. Anish Shah is being placed before the Members
No. Company held at the Annual General Meeting for their approval by way of
Special Resolution.
2. Mahindra & Nomination & Member
Mahindra Financial Remuneration Committee The additional information as required by Schedule V to
Services Limited the Act had been provided in the explanatory statement to
Strategic Investment Member
Resolution No. 8 of the Notice of the 74th AGM and shall
Committee
remain same, except to the extent being updated and as
3. Mahindra Lifespace Nomination & Member provided below:
Developers Limited Remuneration Committee
I. General Information:
4. Tech Mahindra Investment Committee Member
Limited Nomination & Member
(i)
Financial performance based on given
Remuneration Committee indicators – as per audited financial results for
the year ended 31st March, 2023:
5. Mahindra Holidays Nomination & Member
& Resorts India Remuneration Committee Particulars Rs. in crores
Limited Gross Turnover & Other Income 87,505.43
6. Mahindra Logistics Nomination & Member Net profit as per Statement of Profit & 6,548.64
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Limited Remuneration Committee Loss (After Tax)
7. Federation of Executive Board Member
Computation of Net Profit in accordance 6,095.26
Indian Chambers Organisation and Finance Member with section 198 of the Companies Act,
of Commerce and Committee 2013
Industry (FICCI)
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Audit Committee Member Net Worth 42,858.80
Membership Screening Member II. Information about the appointee:
Committee
Steering Committee Member
(i) E.
ast remuneration during the financial year
P
ended 31st March, 2023: Rs. 12.47 crores
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National Executive Member
excluding the perquisite value of ESOPs exercised
Committee
and Rs. 16.44 Crores including the perquisite value
Dr. Shah holds 1,88,882 Ordinary (Equity) Shares in the of ESOPs exercised.
Company.
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(ii) Remuneration proposed:

During the year 1st April, 2022 to 31st March, 2023, 9 Board
Meetings of the Company were held, and Dr. Shah had
Scale of Salary: Basic salary in the scale of
attended all the Meetings. Rs. 30,00,000 to Rs. 55,00,000 per month with
effect from 1st August, 2023 till the remaining
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The Board is of the view that Dr. Shah’s knowledge and

period of his tenure as Managing Director and
experience continues to be of immense benefit and value
Chief Executive Officer i.e. till 31st March, 2025.
to the Company and based on the Company’s performance
and the individual performance, and pursuant to the Performance Pay: Performance Pay based on
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recommendations of the GNRC, recommends the revision in his performance and performance of the Company
the terms of remuneration of Dr. Anish Shah to the Members. not exceeding 235% of the Annual Basic Salary
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from the Financial Year 2022-23 to Financial Year

Members are requested to note that 50% of the Performance
2024-25.
Pay annually, payable to Dr. Anish Shah, is based on the Group
Corporate Office Scorecard comprising of Consolidated Sector It is proposed to authorise the Board (which term
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Balance Scorecards, Return on Equity, Earnings Per Share, shall be deemed to include any duly authorised
MCARES, Group Level ESG Performance Index and such other Committee thereof, for the time being exercising
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parameters as may be decided by the Company from time to the powers conferred on the Board by this
time. ESG Performance Index has the following parameters: Resolution) to revise the basic salary payable to
• Greening ourselves (Carbon Neutral by 2040) Dr. Shah, within the above-mentioned scale of
salary and decide on the performance pay within
• Decarbonizing Our Industry
235% of the Annual Basic Salary as mentioned
• Rejuvenating Nature above. Notice period applicable to a Whole-time
• Nanhi Kali Director of the Company is six months. There is no
• Women Empowerment separate provision for payment of Severance Fees.
• Diversity & Inclusion (iii)
Comparative remuneration profile with respect
• Governance to industry, size of the Company, profile of the
position and person (in case of expatriates the
Pursuant to sections 196, 197, 198 and all other applicable
relevant details would be with respect to the
provisions of the Companies Act, 2013 ("the Act") and the
country of his origin)
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 [including any statutory modification(s) Taking into consideration the size of the Company,
or re-enactment(s) thereof for the time being in force] read the profile of Dr. Shah, the responsibilities shouldered
with Schedule V of the Act, the revision in remuneration by him and the industry benchmarks, the revised
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remuneration proposed to be paid is commensurate and Farm Sector since Mr. Jejurikar has taken over as the
with the remuneration packages paid to similar Executive Director of the Automotive and Farm sectors and
senior level counterpart(s) in other companies. based on the recommendation of Governance, Nomination
and Remuneration Committee (“GNRC"), the Board of
(iv) Pecuniary relationship directly or indirectly
Directors of the Company at its Meeting held on 26th May,
with the Company, or relationship with the
2023, approved revision in the terms of remuneration of
managerial personnel, if any:
Mr. Rajesh Jejurikar by increasing the scale of basic salary
Besides the remuneration proposed to be paid to and performance pay, as follows:
him, Dr. Shah does not have any other pecuniary
Basic Salary Scale:
relationship with the Company or relationship with
the managerial personnel. Rs. 26,00,000 to Rs. 48,00,000 per month with effect from
1st August, 2023 to 31st March, 2025
III. Disclosures:
Performance Pay:
Brief resume of Dr. Shah, nature of his expertise in
specific functional areas, disclosure of relationships Performance Pay based on his performance and performance
between directors inter-se, name of listed entities and of the Company to an amount not exceeding 235% of the
other companies in which he holds directorships and Annual Basic Salary from the Financial Year 2022-23 to
Financial Year 2024-25.
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memberships/chairmanships of Board Committees,
shareholding in the Company, as stipulated under SEBI All other terms and conditions relating to his appointment
(Listing Obligations and Disclosure Requirements) and remuneration as approved earlier by the Members
Regulations, 2015 and Secretarial Standard on remain unchanged and continue to be effective.
General Meetings issued by the Institute of Company
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Based on the recommendation of GNRC, the Board of
Secretaries of India are stated herein. Some of these Directors at its Meeting held on 15th March, 2023, re‑designated
details are also provided in the Corporate Governance
Report forming part of the Annual Report.
e Explanatory Statement attached to Resolution No. 8
Th
E.
Mr. Rajesh Jejurikar as Executive Director and CEO (Auto and
Farm Sector) of the Company with effect from 15th March,
2023 upto his current term i.e. 31st March, 2025.
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passed by the Members at the 74th Annual General Meeting of Profile:
the Company held on 7th August, 2020 and further modified
Mr. Jejurikar has completed 58 years of age. Mr. Jejurikar is
by the Explanatory Statement attached to Resolution No. 8 of
an MBA from S.P. Jain Institute of Management and Research
this Annual General Meeting may be considered as a written
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and had attended the Advanced Management Program at The

Memorandum setting out terms, conditions and limits of
Wharton School, University of Pennsylvania. He was awarded
remuneration of Dr. Anish Shah as Managing Director & CEO of
the British Chevening Scholarship to study at the Manchester
the Company in terms of section 190 of the Act.
Business School, UK.
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ave and except Dr. Shah, and his relatives to the extent of
S
Mr. Rajesh Jejurikar is Executive Director and CEO
their shareholding interest, if any, in the Company, none of
(Auto and Farm Sector) of the Company and serves on the
the other Directors, Key Managerial Personnel (“KMP“) of the
Boards of other Mahindra Group companies in India as well
Company and their relatives are, in any way, concerned or
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as overseas.
interested, financially or otherwise, in the Resolution set out at
Item No. 8 of the Notice. Dr. Shah is not related to any other Mr. Jejurikar has diverse experience across Packaged Goods,
Advertising, Media, Automotive and Farm Equipment. He
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Director / KMP of the Company.

joined Mahindra in 2000 as Vice President – Marketing
e Board recommends the Special Resolution set out at
Th
for Automotive Sector. He was then appointed Executive
Item No. 8 of the Notice for approval of the Members.
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Vice President – Sales & Marketing and went to become

ITEM NO. 9 the Managing Director of Mahindra Renault. Mr. Jejurikar
became Chief of Operations of the Automotive Sector and in
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Background & Proposal

2010 he was appointed Chief Executive for the Automotive
The Members of the Company at the Seventy-Fourth Annual
Division and Member of the Group Executive Board.
General Meeting of the Company held on 7th August, 2020
(“74th AGM”), had approved the appointment of Mr. Rajesh Mr. Jejurikar became President of the Farm Equipment
Jejurikar (DIN: 00046823) as Whole-time Director of the Sector in 2015.
Company designated as Executive Director (Automotive and Mr. Jejurikar serves on the Governing Council of S P Jain
Farm Sectors) of the Company for a period of 5 years with Institute of Management and Research. He has represented
effect from 1st April, 2020 to 31st March, 2025, and the Tractor Manufacturers Association (TMA) in India as its
terms and conditions of the remuneration payable to him. President on the National Council of The Confederation of
The Members at the said meeting had approved basic Indian Industry (CII) in 2016, 2017. He was also a Member of
salary to Mr. Rajesh Jejurikar in the scale of Rs. 12,00,000 the CII National Council on Agriculture.
to Rs. 26,00,000 per month with effect from 1st April, 2020 Mr. Jejurikar has been conferred with the prestigious
to 31st March, 2025 (both days inclusive) and perquisites and 'Autocar Person of the Year - 2023' award. The award
Performance Pay not exceeding 200% and 150% of the recognizes individuals who have contributed significantly
Annual Basic Salary respectively. to their company and the industry. Mr. Jejurikar was
Taking into consideration the intrinsic growth and recognised for scripting the successful turnaround of the
performance of the Company and specifically the Auto Mahindra Automotive business leading to gaining revenue
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market leadership and charting the ambitious future-ready The additional information as required by Schedule V to
EV roadmap. He was also honoured by AsiaOne magazine as the Act had been provided in the explanatory statement to
the “Global Indian of the Year 2020-21”. Resolution No. 10 of the Notice of the 74th AGM and shall
remain same, except to the extent being updated and as
Directorships and Committee positions: provided below:
Mr. Jejurikar is the Chairman of Swaraj Engines Limited, Mahindra I. General Information:
Two Wheelers Europe Holdings S.a.r.l., Mahindra USA Inc.,
(i) inancial performance based on given indicators
F
Mahindra Automotive North America Inc., Automobili Pininfarina
– as per audited financial results for the year
Gmbh and Mitsubishi Mahindra Agricultural Machinery Co. Ltd.
ended 31st March, 2023:
He is an Executive Director & CEO (Auto & Farm Sector) of
Mahindra & Mahindra Limited, Director of Mahindra Electric Particulars Rs. in crores
Automobile Limited and Classic Legends Private Limited. He is
Gross Turnover & Other Income 87,505.43
also an Independent Director of Aliaxis SA.
Net profit as per Statement of Profit 6,548.64
Mr. Rajesh Jejurikar is a Chairman/Member of the following
& Loss (After Tax)
Board Committees:
Computation of Net Profit in 6,095.26
Sr. Name of the Name of the Committee Position accordance with section 198 of the
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No. Company Held Companies Act, 2013
1. Mahindra & Risk Management Member Net Worth 42,858.80
Mahindra Limited Committee II. Information about the appointee:
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2. Swaraj Engines Nomination & Remuneration Member (i)
Past remuneration during the financial year
Limited Committee ended 31st March, 2023: Rs. 9.73 crores excluding
3. Classic Legends
Private Limited
Nomination & Remuneration
Committee
Chairman
E.
the perquisite value of ESOPs exercised and Rs.
12.74 crores including the perquisite value of
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ESOPs exercised.
4. Mahindra Electric Audit Committee Chairman
Automobile (ii) Remuneration proposed:
Risk Committee Member
Limited Basic Salary Scale:
Environmental, Social Member Rs. 26,00,000 to Rs. 48,00,000 per month with
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and Governance Matters effect from 1st August, 2023 to 31st March, 2025.
Committee
Performance Pay:
Mr. Jejurikar holds 78,595 Ordinary (Equity) Shares in the
Performance Pay based on his performance and
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Company. performance of the Company not exceeding 235%

During the year 1st April, 2022 to 31st March, 2023, 9 Board of the Annual Basic Salary from the Financial Year
Meetings of the Company were held, and Mr. Jejurikar 2022-23 to Financial Year 2024-25.
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attended 8 Board Meetings. It is proposed to authorise the Board (which term
The Board is of the view that Mr. Jejurikar’s knowledge and shall be deemed to include any duly authorised
experience continues to be of immense benefit and value to Committee thereof, for the time being exercising the
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the Company and based on the Company’s performance and powers conferred on the Board by this Resolution)
the individual performance, pursuant to the recommendations to revise the basic salary payable to Mr. Jejurikar,
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of the GNRC, recommends the revision in remuneration to within the above-mentioned scale of salary and
the Members. decide on the performance pay within 235% of
the Annual Basic Salary as mentioned above.
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Members are requested to note that 50% of the Notice period applicable to a Whole-time Director
Performance Pay annually, payable to Mr. Rajesh Jejurikar, is of the Company is six months. There is no separate
based on the Business Scorecard comprising of Consolidated provision for payment of Severance Fees.
Revenue, Consolidated Profit Before Tax, Consolidated Free
Cash Flow, Return on Capital Employed, MCARES, MCAPS (iii)
Comparative remuneration profile with respect
and such other parameters as may be decided by the to industry, size of the Company, profile of the
Company from time to time. position and person (in case of expatriates the
relevant details would be with respect to the
Pursuant to sections 196, 197, 198 and all other applicable country of his origin)
provisions of the Companies Act, 2013 ("the Act") and
Taking into consideration the size of the Company,
the Companies (Appointment and Remuneration of
the profile of Mr. Jejurikar, the responsibilities
Managerial Personnel) Rules, 2014 [including any statutory
shouldered by him and the industry benchmarks,
modification(s) or re-enactment(s) thereof for the time being
the revised remuneration proposed to be paid is
in force] read with Schedule V of the Act, the revision in
commensurate with the remuneration packages
remuneration payable to Mr. Rajesh Jejurikar is being placed
paid to similar senior level counterpart(s) in other
before the Members at the Annual General Meeting for their
companies.
approval by way of Special Resolution.
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(iv) P
ecuniary relationship directly or indirectly Directors in the event of:
with the Company, or relationship with the
a. Two consecutive defaults in payment of interest to the
managerial personnel, if any:
debenture holders; or
Besides the remuneration proposed to be paid to b. Default in creation of security for debentures; or
him, Mr. Jejurikar does not have any other pecuniary
relationship with the Company or relationship with c. Default in redemption of debentures.
the managerial personnel. The said Amendment requires that the companies whose
debt securities are listed as on the date of publication of
III. Disclosures: the Amendment in the official gazette, shall amend their
Brief resume of Mr. Jejurikar, nature of his expertise Articles of Association to comply with the above mentioned
in specific functional areas, disclosure of relationships provision, on or before 30 th September, 2023.
between directors inter-se, name of listed entities and Therefore, in compliance with the above Amendment, and
other companies in which he holds directorships and as the Company has listed its debt securities, the Board
memberships/chairmanships of Board Committees, has considered and approved the amendment in Articles of
shareholding in the Company, as stipulated under SEBI Association (“AOA”) of the Company subject to the approval
(Listing Obligations and Disclosure Requirements) of Shareholders of the Company, by substituting the existing
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Regulations, 2015 and Secretarial Standard on General Article 104 as under:
Meetings issued by the Institute of Company Secretaries
'In the event of any default committed by the Company
of India are stated herein. Some of these details are also
as mentioned in clause (e) of sub-regulation (1) of Regulation
provided in the Corporate Governance Report forming
15 of the Securities and Exchange Board of India (Debenture
part of the Annual Report.
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Trustees) Regulations, 1993, the debenture trustee shall
The Explanatory Statement attached to Resolution No. 10 have the right, to appoint one or more Director or Directors
passed by the Members at the 74th Annual General Meeting of
the Company held on 7th August, 2020 and further modified E.
[Nominee Director(s)] on the Board of Directors of the
Company, and to remove from office any Nominee Director
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by the Explanatory Statement attached to Resolution No. so appointed and to appoint another in his/her place or in
9 of this Annual General Meeting may be considered as a the place a Director so appointed who resigns or otherwise
written Memorandum setting out terms, conditions and vacates his office, in accordance with the provisions of the
limits of remuneration of Mr. Rajesh Jejurikar as Executive Companies Act, 2013 or any other applicable law, regulatory
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Director & CEO (Auto and Farm Sector) in terms of section or listing requirements and terms and conditions of such
190 of the Act. debenture documents.
Any such appointment or removal shall be made in writing
Save and except Mr. Jejurikar, and his relatives to the extent
and shall be served at the registered office of the Company.
of their shareholding interest, if any, in the Company, none
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of the other Directors, Key Managerial Personnel (“KMP“) of The Nominee Director(s) shall neither be required to hold
the Company and their relatives are, in any way, concerned any qualification share nor be liable to retire by rotation.
or interested, financially or otherwise, in the Resolution set The Nominee Director(s) shall continue to hold office as long
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out at Item No. 9 of the Notice. Mr. Jejurikar is not related as the default in relation to the debt subsists.
to any other Director / KMP of the Company.
The Nominee Director(s) may also be appointed as a
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The Board recommends the Special Resolution set out at member of any Committee of the Board and shall not be
Item No. 9 of the Notice for approval of the Members. liable for any act or omission of the Company.
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The Nominee Director shall be entitled to all the rights and

ITEM NO. 10 privileges of other non-executive directors and the sitting
fees, expenses as payable to other directors on the Board
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The Securities and Exchange Board of India (‘SEBI’) and any other fees, commission, monies or remuneration
vide its Notification No. SEBI/LAD-NRO/GN/2023/119 in any form payable to the non-executive directors, which
dated 2nd February, 2023, has amended Regulation 23(6) shall be to the account of the Company.'
of the SEBI (Issue and Listing of Non-Convertible Securities)
Regulations, 2021 (“Amendment Notification”). In terms of section 5, 14 and other applicable provisions
of the Companies Act, 2013, the consent of the Members
As per the Amendment Notification, an issuer company by way of Special Resolution is required to approve the
needs to ensure that its Articles of Association require its amendment in the Articles of Association of the Company.
Board of Directors to appoint the person nominated by the A copy of the amended AOA would be available electronically
debenture trustee(s) as a director on its Board of Directors for inspection, without any fee, to the Members in accordance
in case of default under Regulation 15(1)(e) of the SEBI with Note No. 8 of the Notes attached to this Notice upto
(Debenture Trustees) Regulations, 1993 (“Amendment”). the date of the AGM of the Company.
Further, Regulation 15(1)(e) of SEBI (Debenture Trustees) None of the Directors, Key Managerial Personnel (“KMP“) of
Regulation, 1993, mandates that the Company as an issuer the Company and their relatives are, in any way, concerned
of non-convertible securities appoints the person nominated or interested, financially or otherwise, in the Resolution set
by the Debenture Trustee as a director on its Board of out at Item No. 10 of the Notice.
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The Board recommends the Special Resolution set out at i.e. Rs. 1,000 crores (Rupees one thousand crores) being
Item No. 10 of the Notice for approval of the Members. the lower of Rs. 1,000 crores (Rupees one thousand crores)
or 10% (ten per cent) of the annual consolidated turnover
ITEM NOS. 11, 12 AND 13 of the Company as per the last audited financial statements
of the Company.
The Securities and Exchange Board of India (‘SEBI’), vide
its notification dated 9 th November, 2021, has notified Further, the Members of the Company at the
SEBI (Listing Obligations and Disclosure Requirements) Seventy-Sixth Annual General Meeting of the Company
(Sixth Amendment) Regulations, 2021 (‘Amendments’) held on 5th August, 2022 (“76th AGM”), had approved
introducing amendments to the provisions pertaining to Material Related Party Transactions of the Company with
the Related Party Transactions under the SEBI (Listing certain Related Parties viz. Swaraj Engines Limited, Classic
Obligations and Disclosure Requirements) Regulations, Legends Private Limited and CIE Automotive India Limited
2015 (‘Listing Regulations’). (formerly known as Mahindra CIE Automotive Limited),
with the monetary limit not exceeding 2% of the annual
The aforesaid Amendments inter-alia included replacing
consolidated turnover of the Company or Rs. 2,000 Crores
of threshold i.e. 10% (ten per cent) of the listed entity’s
whichever is higher, per annum for each of the financial
consolidated turnover, for determination of Material Related
years (FY) from FY 2022-23 to FY 2026-27 i.e., five financial
Party Transactions requiring Shareholders’ prior approval
years. However, the estimated value of the contract(s)/
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with the threshold of lower of Rs. 1,000 crores (Rupees
arrangement(s)/ agreement(s)/ transaction(s) of the
one thousand crores) or 10% (ten per cent) of the annual
Company with the aforesaid Related Parties is anticipated
consolidated turnover of the listed entity as per the last
to exceed the aforesaid monetary limit approved by the
audited financial statements of the listed entity, with effect
Members at the 76th AGM.
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from 1 st April, 2022.
Members may please note that the Company and its
Under the Listing Regulations, in addition to the approval
and reporting for transactions by the Company with its own
Related Party(ies), the scope extends to transactions by
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subsidiaries and associates have been undertaking such
transactions of similar nature with related parties in the
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past financial years, in the ordinary course of business and
the Company with Related Party(ies) of any subsidiary(ies)
on arm's length after obtaining requisite approvals, including
of the Company or transactions by a subsidiary(ies) of
from the Audit Committee of the Company/subsidiaries/
the Company with its own Related Party(ies) or Related
associates, as per the requirements of the applicable law.
Party(ies) of the Company or Related Party(ies) of any
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subsidiary(ies) of the Company. The maximum annual value of the proposed transactions
with the related parties is estimated based on the
As per Regulation 23(4) of the Listing Regulations, all
Company’s current transactions with them and future
Material Related Party Transactions shall require prior
business projections.
AP
approval of the shareholders, even if the transactions are

in the ordinary course of business and at an arm’s length SEBI, vide its Circular No. SEBI/HO/CFD/CMD1/CIR/P/2022/40
basis. Given the nature of the Company’s presence in dated 30 th March, 2022, has clarified that a Related Party
multiple businesses, the Company works closely with its Transaction approved by the Audit Committee prior to
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subsidiaries, joint ventures and associates to achieve its 1 st April, 2022, which continues beyond this date and if it
business objectives and enters into various operational becomes material as per the materiality threshold provided
above, requires approval of the shareholders in the first
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transactions with its related parties, from time to time, in

the ordinary course of business and on arm’s length basis. Annual General Meeting to be held after 1 st April, 2022.
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Amongst the transactions that the Company enters Considering the quantum of transactions, reduced
into with its related parties, the estimated value of the thresholds of materiality and the extended framework
contract(s)/ arrangement(s)/ agreement(s)/ transaction(s) for related party transactions under the amended Listing
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of the Company with the Related Parties mentioned below Regulations, approval of the Members is sought as per the
and also the ‘Related Party Transactions’ under requirements of Regulation 23 of the Listing Regulations
Regulation 2(1) (zc) of the Listing Regulations pertaining read with the aforesaid SEBI Circular dated 30 th March,
to a subsidiary of the Company, may exceed the threshold 2022, for the following specific Material Related Party
of Material Related Party Transactions within the Transactions, details of which are mentioned herein in
meaning of Regulation 23(1) of the Listing Regulations accordance with SEBI Circular No. SEBI/HO/CFD/CMD1/
CIR/P/2021/662 dated 22nd November, 2021:
23
1) For Item No. 11

Details of the Material Related Party Transactions entered / to be entered between the Company and its
Subsidiaries/ Associate:
Sr. Name of the Related Party Nature of relationship with the Company, Monetary Value per Related Party
No. including nature of its concern or
interest (financial or otherwise)
1. a. Mahindra and Mahindra Financial Subsidiary Not exceeding 4% of the Annual Consolidated Turnover of the
Services Limited Company# or Rs. 4,000 Crores, whichever is higher, per annum
b. Mahindra Electric Automobile Subsidiary Not exceeding 9.5% of the Annual Consolidated Turnover of the
Limited* Company# or Rs. 9,500 Crores, whichever is higher, per annum
c. Mahindra Last Mile Mobility Subsidiary Not exceeding 6% of the Annual Consolidated Turnover of the
Limited** Company# or Rs. 6,000 Crores, whichever is higher, per annum
d. Mahindra Susten Private Subsidiary Not exceeding 1.5% of the Annual Consolidated Turnover of the
Limited*** Company# or Rs. 1,500 Crores, whichever is higher, per annum
e. Sustainable Energy Infra Trust@ Associate Not exceeding 2% of the Annual Consolidated Turnover of the
Company# or Rs. 2,000 Crores, whichever is higher, per annum
OM
* Will cease to be a wholly owned subsidiary upon investment by British International Investment PLC ("BII") in equity shares of Mahindra Electric
Automobile Limited ("MEAL").
The above mentioned monetary value per annum covers transactions with MEAL as a non wholly-owned subsidiary.
** Mahindra Last Mile Mobility Limited or such other name as may be approved by the Registrar of Companies ("MLMML"), is in the process of being
incorporated. MLMML will cease to be a wholly owned subsidiary upon investment by International Finance Corporation ("IFC") in Compulsorily
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Convertible Preference Shares of MLMML.
The above mentioned monetary value per annum covers transactions with MLMML as a non wholly-owned subsidiary.
E.
*** Mahindra Susten Private Limited ("MSPL") is a subsidiary of Mahindra Holdings Limited ("MHL"). MHL is wholly-owned subsidiary of the Company and
thus, MSPL is a subsidiary of the Company.
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@ Sustainable Energy Infra Trust (“SEIT”), is a proposed Infrastructure Investment Trust ("InvIT") with MSPL and Ontario Teachers' as Sponsors, which is
under the process of being registered with Securities and Exchange Board of India ("SEBI"). The Company directly is expected to hold up to 26% of the
total unit holding of SEIT, after the primary and secondary transactions are completed, as part of listing of SEIT.
# The Annual Consolidated Turnover shall be as per the last audited financial statements of the Company.
2. Type, Nature, material terms and particulars of the contract or arrangements
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2a. Mahindra and Mahindra Financial Services Limited ("MMFSL"): Maximum Amount in any
Financial Year
Higher of (A) and (B)
Monetary % of Consolidated
AP
values p.a. Turnover as per the

Rs. in crores last audited financial
statements of the
Company for the
relevant financial year
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(A) (B)
a) Providing fund based and non-fund based support including equity/ debt/ Inter-corporate deposits (ICD), 2,000 2.0%
convertible/ non-convertible instruments/ Guarantee/ security etc., in connection with loans provided and
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Interest, commission and other related income / expenses;

b) Purchase / sale / transfer / exchange / lease of vehicles, including passenger and commercial vehicles, 1,000 1.0%
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electric vehicles, tractors, implements, farm machinery etc., business assets including property, plant and
equipment, Intangible assets, transfer of technology to meet the business objectives and requirements;
c) Financial services income/expenses relating to vehicle financing, leasing & associated services, bill 600 0.60%
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discounting, subvention, arrangement fees etc.

d) Sharing or usage of each other’s resources like employees, infrastructure including IT assets, cloud, 200 0.20%
IOT and digital engineering, digital transformation, analytics, cyber security, receipt of royalty / brand
usage, manpower, management and management support services, owned / third party services and
reimbursements;
e) Any transfer of resources, services or obligations to meet its objectives/requirements. 200 0.20%
Note: The value of corporate actions, if any, from MMFSL including receipt of dividends, tendering securities as a part of buyback offer, receipt of bonus securities,
subscribing to rights issue, etc. by the Company that are uniformly offered/applicable to all shareholders in proportion to their shareholding, would be as approved
by the Board of Directors / Shareholders of MMFSL. However, the total value of transactions between the Company and MMFSL including dividend received will not
breach the overall limit for each of the financial years from 2023-24 to 2027-28 which is the higher of the monetary value of Rs. 4,000 crores and an amount which
is 4% of the annual consolidated turnover as per the last audited financial statements of the Company.
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2b. Mahindra Electric Automobile Limited (“MEAL”): Maximum Amount in any Financial Year
statements of the
Company for the
(A) (B)
a) Purchase / Sale of any goods and material including passenger / commercial vehicles, electric vehicles, 1,500 1.5%
electric kits, assemblies, components, castings, forgings, sheet metal, engines, engine components,
tractors, implements, four-wheelers, spares, accessories and other related components/parts;
b) Providing fund based and non-fund based support including equity/ debt/ Inter-corporate deposits (ICD), 4,500 4.5%
c) Toll Manufacturing services, Product development services, Shared services & other services including 2,500 2.5%
sharing or usage of each other’s resources like employees, infrastructure including IT assets, cloud,
IOT and digital engineering, digital transformation, analytics, cyber security, Licensing of technology /
intellectual property rights, receipt of royalty / brand usage, manpower, management and management
OM
support services, owned / third party services and reimbursements;
d) Purchase / sale / transfer / exchange / lease of business assets including property, plant and equipment, 900 0.9%
Intangible assets, transfer of technology to meet the business objectives and requirements;
e) Any transfer of resources, services or obligations to meet its objectives/ requirements. 100 0.1%
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Note: The value of corporate actions, if any, from MEAL including receipt of dividends, tendering securities as a part of buyback offer, receipt of bonus securities,
subscribing to rights issue, etc. by the Company that are uniformly offered/applicable to all shareholders in proportion to their shareholding, would be as approved by
the Board of Directors / Shareholders of MEAL. However, the total value of transactions between the Company and MEAL including dividend received will not breach
E.
the overall limit for each of the financial years from 2023-24 to 2027-28 which is the higher of the monetary value of Rs. 9,500 crores and an amount which is 9.5%
of the annual consolidated turnover as per the last audited financial statements of the Company.
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2c. Mahindra Last Mile Mobility Limited (“MLMML”): Maximum Amount in any Financial Year
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statements of the
Company for the
(A) (B)
AP
a) Purchase / Sale of any goods and material including passenger / commercial vehicles, electric vehicles, 3,000 3.0%
electric kits, Battery pack, Power electronic pack, Drivetrain, assemblies, components, castings, forgings,
sheet metal, engines, engine components, tractors, implements, four-wheelers, spares, accessories and
other related components/parts;
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c) Purchase/sale of any services including Toll manufacturing services, Product development services, 1,500 1.5%
shared services, sharing or usage of each other’s resources like employees, infrastructure including IT
assets, cloud, IOT and digital engineering, digital transformation, analytics, cyber security, Licensing of
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technology / intellectual property rights, receipt of royalty / brand usage, manpower, management and
management support services, owned / third party services and other services, and reimbursements;
d) Purchase / sale / transfer / exchange / lease of business assets including property, plant and equipment, 300 0.3%
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Note: The value of corporate actions, if any, from MLMML including receipt of dividends, tendering securities as a part of buyback offer, receipt of bonus securities,
subscribing to rights issue, etc. by the Company that are uniformly offered/applicable to all shareholders in proportion to their shareholding, would be as approved
by the Board of Directors / Shareholders of MLMML. However, the total value of transactions between the Company and MLMML including dividend received will not
breach the overall limit for each of the financial years from 2023-24 to 2027-28 which is the higher of the monetary value of Rs. 6,000 crores and an amount which
is 6% of the annual consolidated turnover as per the last audited financial statements of the Company.
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2d. Mahindra Susten Private Limited (“MSPL”): Maximum Amount in any Financial Year
statements of the
Company for the
(A) (B)
a) Purchase of power/EPC from MSPL and maintenance costs/charges for solar water pumps; 150 0.15%
c) Sharing or usage of each other’s resources like employees, infrastructure including IT assets, cloud, 25 0.025%
IOT and digital engineering, digital transformation, analytics, cyber security, receipt of royalty / brand
usage, manpower, management and management support services, owned / third party services and
reimbursements;
d) Any transfer of resources, services or obligations to meet its objectives/requirements. 125 0.125%
Note: The value of corporate actions, if any, from MSPL including receipt of dividends, tendering securities as a part of buyback offer, receipt of bonus securities, subscribing to
OM
rights issue, etc. by the Company that are uniformly offered/applicable to all shareholders in proportion to their shareholding, would be as approved by the Board of Directors/
Shareholders of MSPL. However, the total value of transactions between the Company and MSPL including dividend received will not breach the overall limit for each of the
financial years from 2023-24 to 2027-28 which is the higher of the monetary value of Rs. 1,500 crores and an amount which is 1.5% of the annual consolidated turnover as
per the last audited financial statements of the Company.
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2e. Sustainable Energy Infra Trust (“SEIT”): Maximum Amount in any Financial Year
E.
statements of the
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Company for the
(A) (B)
a) Sale/transfer of any security(ies) held by the Company in its subsidiaries i.e. equity, debt or otherwise to SEIT; 850 0.85%
ITA
b) Infusion by way of primary investment in SEIT; 650 0.65%

c) Providing fund based and non-fund based support including equity/ debt/ Inter-corporate deposits (ICD), 200 0.20%
AP
d) Any transfer/sharing of resources, services or obligations to meet its objectives/ requirements. 300 0.30%
Note: The value of receipt of dividends or distribution, etc., if any, from SEIT by the Company that are uniformly offered/applicable to all unit holders in proportion to their unit
holding, would be as approved by the Board of the Investment Manager of SEIT. However, the total value of transactions between the Company and SEIT including dividend
received will not breach the overall limit for each of the financial years from 2023-24 to 2027-28 which is the higher of the monetary value of Rs. 2,000 crores and an amount
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which is 2% of the annual consolidated turnover as per the last audited financial statements of the Company.
The proposed transactions mentioned in point 2a to 2e above, would be purely operational / integral part of the operations of the Company and in ordinary course
of business with terms and conditions that are generally prevalent in the industry segments that the Company operates.
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3. Any advance paid or received for the contract or arrangement, if any

Based on the nature of transaction, advance for part or full amount of the transaction / arrangement could be paid / received in the ordinary course of business.
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4. Tenure
Existing (as on 1st April, 2023) and new Contracts / arrangements / agreements / transactions for a period of 5 years i.e. upto 31st March, 2028.
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5. Justification for why the proposed transaction is in the interest of the Company
5a. Mahindra and Mahindra Financial Services Limited (“MMFSL”): 5b. Mahindra Electric Automobile Limited (“MEAL”):
MMFSL is a leading non-banking finance company which provides loans including vehicle MEAL has been incorporated on 25th October, 2022 to undertake the 4 (Four) Wheel
financing in the normal course of business and for the purpose and to meet its working Passenger Electric Vehicles Business of the Company.
capital requirements borrows funds through various sources including issue of non- British International Investment (BII), the UK’s Development Finance Institution and
convertible debentures (“NCDs”), availing term loans, bank loans, cash credit, fixed impact investor and the Company had executed a binding agreement to invest up
deposits and availing of inter-corporate deposits from the group companies. The total to Rs. 1,925 crores each into MEAL. BII will invest up to Rs 1,925 crores in the form
borrowings of MMFSL as on 31 st March, 2023 aggregated to Rs. 74,945.86 Crores. of compulsory convertible instruments at a valuation of up to Rs. 70,070 crores,
The proposition is enabling which will help MMFSL to further augment its sources of funds. resulting in 2.75% to 4.76% ownership for BII in the MEAL.
MMFSL has entered the leasing business, for which it needs to purchase vehicles The total capital infusion for MEAL is envisaged to be approximately Rs. 11,000 crores/
from Original Equipment Manufacturers (“OEMs”), including the Company which has USD 1.4 billion between FY24 and FY27 for the planned product portfolio. The
emerged as a significant player in the auto industry. Purchase of vehicles from the Company and BII will work jointly to bring other like-minded investors in MEAL to
Company helps MMFSL to grow its leasing book. match the funding requirement in a phased manner. BII’s investment is designed to
As an NBFC, MMFSL provides various financial services in the areas relating to vehicle significantly accelerate the availability and adoption of electric vehicles in India and
financing, leasing & associated services, bill discounting, etc. MMFSL earns interest / other markets served by the Company.
fee based income from the Company. The above transactions will enable MEAL to significantly leverage the broader
MMFSL is part of the larger Mahindra group. It benefits from availing high quality manufacturing capabilities, product development, design organizations along with the
services from group resources and infrastructure instead of investing on its own. ecosystem of suppliers, dealers, and financiers of the Company. The funds infused by
These transactions ensure consistent flow of desired services without interruptions, the Company and BII will be utilized by MEAL primarily to create and market a world-
thus creating operational synergies, cost optimisation, optimal utilisation of resources class Electric SUV portfolio with advanced technologies.
and business efficiencies. Onboarding BII as an investor will also help the Company to leverage their focus and
expertise in ESG and Climate Change.
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5c. Mahindra Last Mile Mobility Limited (“MLMML”): 5d. Mahindra Susten Private Limited (“MSPL”):
Mahindra Last Mile Mobility (LMM) has ended Financial Year 2022-23 as the No.1 MSPL is Mahindra Group's renewable energy platform, which includes one of the
electric 3-wheeler manufacturer. LMM recently, did the ground-breaking for a new leading renewable engineering, procurement and construction ("EPC") businesses
manufacturing unit at its existing plant in Zaheerabad, Telangana. Electric 3-wheelers (capacity constructed of over 4.3 GWp over its tenure of 11+years), an independent
are one of the leading contributors in automobile electrification in the country with power producer ("IPP") business with around 1.54 GWp of operational solar plants
their unmatched Total Cost of Ownership, excellent savings, noiseless and pollution- spread across several states in India, and plan to have a significant solar development
free drive. These EVs will help accelerate India's emission goals of going carbon neutralpipeline. The IPP solar portfolio is spread across 5 key states in India and is backed by
by 2070. long-term power purchase agreements — Over 95% of assets are backed by central
Being the market leaders in this segment, the Company through MLMML has an government or equivalent entities and the remaining with distribution companies
opportunity to drive higher EV penetration in this segment and provide a more backed by state governments.
sustainable as well as profitable option to micro-entrepreneurs. As part of the strategic plan to growth, the IPP business in future MSPL (along with its
In view of the above, the Company had entered into a Subscription Agreement and shareholders) has created a business plan to add over 5.5 GWP of Renewable Energy
Shareholders Agreement with International Finance Corporation (‘IFC’), whereby IFC, in a Assets over the next 5 years. The strategic direction would also be to sell such built
bid to scale up electric three-wheelers and small commercial vehicles (SCVs) that are assets after holding them for about 1 or 2 years post execution to an InvIT being
more affordable, has agreed to invest upto Rs. 600 Crores in the new company being created under MSPL and its shareholders sponsorship.
incorporated as a wholly owned subsidiary of the Company under the name of Mahindra During this phase of building Renewable assets, MSPL would need funding as part of
Last Mile Mobility Limited (‘MLMML’), in one or more tranches in accordance with the terms its equity contribution towards these projects and also manage interim funding before
and conditions as stipulated in the aforesaid Agreements, valuing the MLMML at upto Rs. an external funding is tied up for these projects.
6,020 crores. MLMML will house the Last Mile Mobility Business of the Company. Transactions with MSPL are expected to grow in future. Keeping in mind the potential
The Company will also sell/transfer assets and/or Business pertaining to the Last Mile quantum of transactions with MSPL over the next few years, it is proposed to seek
OM
Mobility Business of the Company to MLMML. approval of the Members for Related Party Transactions entered/to be entered into
MLMML will house the LMM division, including three wheelers (Alfa, Treo, Zor) and four- with MSPL as per the limits stated in point 1d. above.
wheeler SCV (Jeeto).
The above transactions and IFC’s financing will help scale up electric mobility in last
mile connectivity - passenger and cargo segments - while enabling the development
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and manufacturing of new generation products in this space.
Electric Vehicles enable vibration and noise free operations, generate higher earnings for
E.
drivers and enable micro-entrepreneurship. The business will further generate employment
for women, driving equality and inclusion while bolstering India’s climate action agenda.
The Company will be benefitted by using its manufacturing facility at Zaheerabad and
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Haridwar plant for three wheelers and SCVs. MLMML will be able to utilise the expertise
of the Company for manufacturing, sourcing, etc. This in turn will contribute towards
Mahindra Group synergy. Transactions with MLMML are expected to grow in future.
Keeping in mind the potential quantum of transactions with MLMML over the next few
years, it is proposed to seek approval of the Members for Related Party Transactions
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entered/to be entered into with MLMML as per the limits stated in point 1c. above.
5e. Sustainable Energy Infra Trust (“SEIT”):
Setting up of the InvIT is part of the larger partnership between Mahindra Group and Ontario Teachers’ in the renewables energy sector. The partnership will enable the
Company, to unlock value in the Renewable Energy Business, significantly scale up the platform by continuing to invest along with Ontario Teachers' and achieve the twin
AP
objectives of accelerated growth and leadership in ESG. The InvIT also enables additional value unlocking by creating the InvIT platform for monetization to a wider set of
like-minded investors. Further, the InvIT aids in deleveraging by reducing the consolidated debt of the Company.
Besides the specific company-wise justification stated above in point 5a to 5e, the Company benefits through operational synergies, cost optimisation, assurance of product/
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service quality, utilising the expertise within the group for manufacturing, sourcing, etc. thereby bringing efficiencies in the businesses, providing enhanced level of user
experience to the consumers of the Company to enable achieve growth objectives, access to and utilisation of strong R&D and design capabilities. Financial assistance would
drive growth in subsidiary's/associate's business and will enable them to innovate, scale up and pursue growth opportunities in a more focused manner.
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6. If the transaction relates to any loans, inter-corporate deposits, advances or investments made or given by the listed entity or its subsidiary:
i) details of the source of funds in connection with the proposed transaction; The financial assistance / investment would be from own funds / internal accruals
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of the Company. The Company would not be incurring indebtedness solely for the
purpose of providing financial assistance / making investment.
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ii) where any financial indebtedness is incurred to make or give loans, inter- Not applicable, since the Company would not be incurring financial indebtedness
corporate deposits, advances or investments, specially for giving financial assistance or making investments.
• nature of indebtedness;
• cost of funds; and
• tenure
iii) Applicable terms, including covenants, tenure, interest rate and repayment Investments by way of subscription, purchase or otherwise in securities / debt
schedule, whether secured or unsecured; if secured, the nature of security instruments and / or providing of loans, advances, and guarantees in relation to
above mentioned subsidiaries / SEIT would be in accordance with the provisions of the
Companies Act, 2013. The interest charged will be in compliance with the provisions
of section 186 of the Companies Act, 2013.
The financial assistance in the form of loan / inter-corporate deposit, if any provided,
will be on an arm’s length basis considering the following:-
i) The nature and tenor of loan/ICD,
ii) The opportunity cost for the Company from investment in alternative options, and
iii) The cost of availing funds for the Company and for the related party
iv) The purpose for which the funds will be utilised by the ultimate beneficiary of The funds shall be used for operational activities and other business requirements of
such funds pursuant to the related party transaction the company/SEIT to whom funds are provided and/or for making investment(s) in and/
or providing financial assistance to any of its subsidiaries / associates / joint ventures.
27
7. Details of the Valuation or other external party report (if any) The related party transactions will be in line with the Company’s Policy on Materiality
of and Dealing with Related Party Transactions. These transactions will be on arm’s
length basis and in the ordinary course of business. The related party transactions will
be supported by the Valuation Report of an Independent valuer, wherever necessary.
In case of SEIT, the external non-related party investors shall determine the value and
the quantum of the InvIT units and will be supported by the valuation report which
shall be made available as per Securities and Exchange Board of India (Infrastructure
Investment Trusts) Regulations, 2014 (“InvIT Regulations”) at the time of filing of the
final placement memorandum of SEIT with SEBI.
8. Percentage of the Company’s annual consolidated turnover, for the immediately i. Rs. 4,000 crores constitutes 3.27% of the Consolidated Turnover* of the
preceding financial year, that is represented by the value of the proposed Company,
transaction (and for a related party transaction involving a subsidiary, such ii. Rs. 9,500 crores constitutes 7.76% of the Consolidated Turnover* of the
percentage calculated on the basis of the subsidiary’s annual turnover on a Company,
standalone basis shall be additionally provided) iii. Rs. 6,000 crores constitutes 4.90% of the Consolidated Turnover* of the Company,
iv. Rs. 1,500 crores constitutes 1.22% of the Consolidated Turnover* of the
Company and
v. Rs. 2,000 crores constitutes 1.63% of the Consolidated Turnover* of the
Company for the financial year ended 31 st March, 2023.
* Turnover includes Revenue from Operations and Other Income.
OM
Name of the Subsidiary Rs. 4,000 Crores as a % of
Subsidiary’s Annual Turnover^ on
a Standalone Basis
Mahindra and Mahindra Financial 36%
Services Limited
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Name of the Subsidiary Rs. 9,500 Crores as a % of the
E.
Mahindra
Limited^^
Electric Automobile
a Standalone Basis
1,53,424%
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a Standalone Basis
Mahindra Last Mile Mobility Limited Not Applicable
ITA

a Standalone Basis
Mahindra Susten Private Limited 378%
^ T urnover includes Revenue from Operations and Other income. % of

AP
Subsidiary’s Annual Turnover is not applicable for companies which are yet to
generate Revenue from operations.
^^ Incorporated on 25th October, 2022.
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Note: The percentage above is based on the Company’s Consolidated Turnover /

Subsidiary’s Standalone Turnover for the FY 2022-23 and the actual percentage shall
depend upon the turnover of the Company/ Subsidiary as the case may be for the
above referred respective financial years from 2023-24 to 2027-28.
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9. Transactions undertaken in previous Financial Year ended 31st March 2023 and 31st March, 2022
Rs. in crores
Sr. No. Name of the Company Nature of Transactions FY22 FY23
a. Mahindra and Mahindra Financial Purchase and sale of goods, property, plant & equipment, availing and rendering of 277.22 574.67
Services Limited ("MMFSL")*# services, trade advances, deputation / sharing of personnel, dividend received, interest
income, royalty received for usage of 'Mahindra' Brand / Trade Name, other income and
expenses, reimbursement received and paid, etc.
b. Mahindra Electric Automobile Limited Sale of property, plant & equipment and other intangible assets, rendering of services, NA 2,340.93**
("MEAL")## investments, reimbursement received, etc.
c. Mahindra Last Mile Mobility Limited Not Applicable
("MLMML")##
d. Mahindra Susten Private Limited Availing and rendering of services, sale of goods, deputation of personnel, inter- 602.48 311.68
("MSPL")# corporate deposits given, interest income , royalty received for usage of 'Mahindra'
Brand / Trade Name and other income, reimbursement received, etc.
e. Sustainable Energy Infra Trust Not Applicable
* MMFSL had not availed any borrowings from the Company in FY2022 and FY2023. However, MMFSL had availed ICDs from the Company aggregating to
Rs. 1,200 crores from FY 2018 to FY 2020, ranging from 6 days to 1 year, at average interest rate of 8.21%, as per prevailing market rates.
Besides, the Company had subscribed to NCDs issued by MMFSL on private placement basis aggregating to Rs. 195 Crores from FY 2020 to FY 2021.
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While MMFSL has been able to successfully raise funds from the market in the last few years, it may require the support of the Company in the coming years. MMFSL needs
to have an enabling approval in place to resort to fund based support from the Company in the event of market / interest rate uncertainties. This would enable MMFSL to
seamlessly source funds, as and when required in its normal course of business activities.
Considering the above, the approval of Shareholders of the Company is being sought for transactions between the Company and MMFSL for an overall limit for each of the
financial years from 2023-24 to 2027-28 which is the higher of the monetary value of Rs. 4,000 crores and an amount which is 4% of the annual consolidated turnover
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as per the last audited financial statements of the Company, subject to sub-limits as stated in point no. 2a. above.
** MEAL is a wholly-owned subsidiary of the Company.
E.
The royalty received from MMFSL and MSPL for usage of ‘Mahindra’ Brand/ trade name was Rs. 1.12 lacs in FY22 and Rs. 0.89 lacs in FY23. The royalty received/
#
receivable from MMFSL and MSPL during each of the financial years 2024-2028, would be well below the permitted statutory ceiling as prescribed under
Regulation 23 (1A) of Listing Regulations i.e. 5% of the annual consolidated turnover of the Company.
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## Royalty would be charged to MEAL and MLMML for usage of ‘Mahindra’ Brand/ trade name from FY24 onwards. The royalty receivable from MEAL and
MLMML during each of the financial years 2024-2028, would be well below the permitted statutory ceiling as prescribed under Regulation 23 (1A) of Listing
Regulations i.e. 5% of the annual consolidated turnover of the Company.
2) For Item No. 12

ITA
Details of the Material Related Party Transactions pertaining to a Subsidiary of the Company:
Sr. Particulars Disclosures
No.
AP
1. Name of the Related Party; Nature of relationship with Name of the Name of the Related Nature of relationship Monetary value p.a.
the Subsidiary, including nature of its concern or interest Subsidiary Party
(financial or otherwise); and Monetary Value Mahindra Susten Sustainable Energy MSPL is a subsidiary of Mahindra Not exceeding 3.5% of
Private Limited Infra Trust ("SEIT") Holdings Limited ("MHL"). MHL is the Annual Consolidated
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("MSPL") wholly-owned subsidiary of the Turnover of the Company#

Company and thus, MSPL is a or Rs. 3,500 Crores, which-
subsidiary of the Company. ever is higher, per annum
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Sustainable Energy Infra Trust

(“SEIT”) is a proposed Infrastruc-
ture Investment Trust ("InvIT")
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with MSPL and Ontario Teachers'

as Sponsors, which is under the
process of being registered with
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SEBI. MSPL is expected to hold ap-

prox. 15% of the total unitholding
of SEIT.
2. Type/Nature, material terms and particulars of the contract or arrangements
Particulars Maximum Amount in any Financial Year

Monetary values p.a. % of Consolidated Turnover as per the last
Rs. in crores audited financial statements of the Com-
pany for the relevant financial year
(A) (B)
a) Sale/transfer of any security(ies) held by MSPL in its 2,700 2.7%
subsidiaries i.e. equity, debt or otherwise to SEIT;
b) Any transfer of resources, services or obligations to 800 0.8%
meet its objectives/ requirement including repayment
of obligations by SEIT on behalf of its subsidiaries
Note: The value of receipt of dividends or distribution, etc. from SEIT to MSPL which is offered/applicable to all unitholders in proportion to their unit holding, cannot be ascertained by the
Company. However, for each of the financial years from 2023-24 to 2027-28, the total value of transactions between MSPL and SEIT including dividend/distributions received will not
breach the overall limit for a financial year which is the higher of the monetary value of Rs. 3,500 crores and an amount which is 3.5% of the annual consolidated turnover as per the last
audited financial statements of the Company.
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3. Any advance paid or received for the contract or Based on the nature of transaction, advance for part or full amount of the transaction / arrangement
arrangement, if any could be paid / received in the ordinary course of business.
4. Tenure The tenure is 5 years i.e. upto 31st March, 2028.
5. Justification for why the proposed transaction is in the Setting up of the InvIT is part of the larger partnership between Mahindra Group and Ontario Teachers’ in
interest of the Company the renewables energy sector. The partnership will enable the Company to unlock value in the Renewable
Energy Business, significantly scale up the platform by continuing to invest along with Ontario Teach-
ers' and achieve the twin objectives of accelerated growth and leadership in ESG. The InvIT also enables
additional value unlocking by creating the InvIT platform for monetization to a wider set of like-minded
investors. Further, the InvIT aids in deleveraging by reducing the consolidated debt of M&M.
i) details of the source of funds in connection with the MSPL has infused subordinate debt in certain subsidiaries for construction of solar power projects
proposed transaction; housed in the respective subsidiaries. This subordinate debt is part of the overall Equity contribution
which MSPL is supposed to infuse in the Projects. MSPL has funded this subordinate debt partly via its
internal accruals and partly via Loan from the Company.
ii) where any financial indebtedness is incurred to make • MSPL has funded this subordinate debt partly via its internal accruals and partly via Loan from
or give loans, intercorporate deposits, advances or the Company;
investments, • The loan from the Company is a combination of floating and fixed Rate, the current weighted aver-
• nature of indebtedness; age of loan is in the range of 6.75% per annum to 8.5% per annum;
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• cost of funds; and • Tenure of the Company loans varies from 1 to 2 years.
• tenure
iii) Applicable terms, including covenants, tenure, interest Subordinate loans advanced by MSPL to its certain subsidiaries are unsecured loans and are considered
rate and repayment schedule, whether secured or subordinate to existing bank debt. There is no fixed tenure of these loans as repayment will depend on
unsecured; if secured, the nature of security; meeting of secured loan covenants and approvals of Project secured lenders. The ROI charged on the
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loan is 11.5% per annum.
iv) The purpose for which the funds will be utilised by the MSPL has infused subordinate debt in certain subsidiaries for construction of solar power projects
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E.
ultimate beneficiary of such funds pursuant to the housed in the respective subsidiaries, this subordinate debt is part of the overall equity contribution
related party transaction which MSPL is supposed to infuse in the projects.
Details of the Valuation or other external party report In case of SEIT, the external non-related party investors shall determine the value and the quantum of
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(if any) the InvIT units and will be supported by the valuation report which will be made available as per InvIT
regulations at the time of filing of the final placement memorandum of SEIT with SEBI.
8. Percentage of the Company’s annual consolidated Rs. 3,500 crores constitute 2.86% of the Consolidated Turnover* of the Company for the financial year
turnover, for the immediately preceding financial ended 31st March, 2023.
year, that is represented by the value of the proposed
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Name of the Subsidiary Value of the proposed transaction p.a. as a % of the annual
transaction (and for a RPT involving a subsidiary, such
turnover* of the Subsidiary on standalone basis
percentage calculated on the basis of the subsidiary’s
annual turnover on a standalone basis shall be MSPL 883%
additionally provided) * Turnover includes Revenue from Operations and Other Income.
Note: The percentage above is based on the Company’s Consolidated Turnover / Subsidiary’s Standalone
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Turnover for the FY 2022-23 and the actual percentage shall depend upon the turnover of the Company/
Subsidiary as the case may be for the above referred respective financial years from 2023-24 to 2027-
28 if the transaction is completed in such year.
9. Transactions undertaken in previous 2 years with Not Applicable
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certain related parties
3) For Item No. 13

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Material Modification in earlier approved Material Related Party Transactions between the Company and its Subsidiaries/Associate
The Members of the Company at the Seventy-Sixth Annual General Meeting of the Company held on 5th August, 2022 (“76th AGM”),
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had approved Material Related Party Transactions of the Company with certain Related Parties viz. Swaraj Engines Limited, Classic
Legends Private Limited and CIE Automotive India Limited (formerly known as Mahindra CIE Automotive Limited), on such material
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terms and conditions as mentioned in the explanatory statement attached to Resolution No. 9 of the Notice of Seventy-Sixth AGM
and at monetary value not exceeding 2% of the Annual Consolidated Turnover of the Company or Rs. 2,000 Crores whichever
is higher, per annum for each of the financial years (FY) from FY 2022-23 to FY 2026-27 i.e., five financial years. However, the
estimated value of the contract(s)/ arrangement(s)/ agreement(s)/ transaction(s) of the Company with the aforesaid Related Parties
is anticipated to exceed the aforesaid monetary limit approved by the Members at the 76th AGM.
Considering the Company’s current transactions with the above mentioned Related Parties and future business projections, it is now
proposed to increase the monetary value of related party transactions with the said Related Parties. This increment in the monetary
value of related party transactions with Related Parties will be on same material terms and conditions as approved earlier by the
Members at the 76th AGM.
The approval of Members is sought as per the requirement of Regulation 23(4) of the Listing Regulations read with SEBI Circular
No. SEBI/HO/CFD/CMD1/CIR/P/2022/40 dated 30th March, 2022, for revision in the monetary limit of the Material Related Party
Transactions, details of which are mentioned herein in accordance with SEBI Circular No. SEBI/HO/CFD/CMD1/ CIR/P/2021/662 dated
22nd November, 2021:
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Sr. Name of the Related Party Nature of relationship with the Company, Monetary Value per Related Party
No. including nature of its concern or
interest (financial or otherwise)
1 a. Swaraj Engines Limited Subsidiary Not exceeding 5% of the Annual Consolidated Turnover of the
b. Classic Legends Private Limited Subsidiary Not exceeding 3% of the Annual Consolidated Turnover of the
c. CIE Automotive India Limited (formerly known Associate
as Mahindra CIE Automotive Limited)@
@ Mahindra CIE Automotive Limited has on 16th May, 2023 informed the Stock Exchanges that its application for change of name from Mahindra CIE Automotive Limited to
CIE Automotive India Limited has been approved by the Central Government on 15th May, 2023. As on the date of this Notice, the Master Data on the website of the Ministry
of Corporate Affairs www.mca.gov.in carries the new name of the company and that the ‘fresh certificate of Incorporation pursuant to change in name’ as per Section 13(3)
of the Companies Act, 2013 read with Rule 29 of the Companies (Incorporation) Rules, 2014 was awaited.
2. Type, Nature, material terms and particulars of the contract or arrangements
2a. Swaraj Engines Limited (“SEL”): Maximum Amount in any
Financial Year
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statements of the
Company for the
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(A) (B)
a) Purchase of goods primarily including engines, engine components and other related parts/components, 4,700 4.7%
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Sale of any goods and material including passenger / commercial vehicles, electric vehicles, electric kits,
assemblies, components, castings, forgings, sheet metal, engines, engine components, tractors, implements,
farm machinery, spares, accessories and other related components/parts;
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b) Sharing or usage of each other’s resources like employees, infrastructure including IT assets, cloud, IOT 50 0.05%
and digital engineering, digital transformation, analytics, cyber security, manpower, management and
management support services, owned / third party services and reimbursements;
c) Purchase / sale / transfer / exchange / lease of business assets including property, plant and equipment, 50 0.05%
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d) Providing fund based and non-fund based support including equity/ debt/ Inter-corporate deposits (ICD), 100 0.10%
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Note: The value of corporate actions, if any, from SEL including receipt of dividends, tendering securities as a part of buyback offer, receipt of bonus securities,
subscribing to rights issue, etc. by the Company that are uniformly offered/applicable to all shareholders in proportion to their shareholding, would be as approved by
the Board of Directors / Shareholders of SEL. However, the total value of transactions between the Company and SEL including dividend received will not breach the
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overall limit for each of the financial years from 2023-24 to 2026-27 which is the higher of the monetary value of Rs. 5,000 crores and an amount which is 5% of
the annual consolidated turnover as per the last audited financial statements of the Company.
2b. Classic Legends Private Limited (“CLPL”): Maximum Amount in any Financial Year
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Monetary values % of Consolidated

p.a. Turnover as per the
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statements of the
Company for the
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(A) (B)
a) Purchase / Sale of any goods and material primarily including two wheelers, spares & components; 2,250 2.25%
b) Rendering/availing of services including R&D technical testing, etc; 100 0.10%
c) Providing fund based and non-fund based support including equity/ debt/ Inter-corporate deposits (ICD), 500 0.50%
d) Sharing or usage of each other’s resources like employees, infrastructure including IT assets, cloud, IOT 100 0.10%
and digital engineering, digital transformation, analytics, cyber security, manpower, management and
management support services, owned / third party services and reimbursements;
e) Purchase / sale / transfer / exchange / lease of business assets including property, plant and equipment, 25 0.025%
f) Any transfer of resources, services or obligations to meet its objectives/ requirements. 25 0.025%
Note: The value of corporate actions, if any, from CLPL including receipt of dividends, tendering securities as a part of buyback offer, receipt of bonus securities, subscribing to
rights issue, etc. by the Company that are uniformly offered/applicable to all shareholders in proportion to their shareholding, would be as approved by the Board of Directors/
Shareholders of CLPL. However, the total value of transactions between the Company and CLPL including dividend received will not breach the overall limit for each of the
financial years from 2023-24 to 2026-27 which is the higher of the monetary value of Rs. 3,000 crores and an amount which is 3% of the annual consolidated turnover as
per the last audited financial statements of the Company.
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2c. CIE Automotive India Limited (formerly known as Mahindra CIE Automotive Limited) (“CIE”) Maximum Amount
in any Financial Year
statements of the
Company for the
(A) (B)
a) Purchase of goods primarily including castings, forgings, sheet metal, and other components/parts; Sale 2,850 2.85%
of any goods and material including passenger / commercial vehicles, electric vehicles and other related
components/parts;
b) Sharing or usage of each other’s resources like employees, infrastructure including IT assets, cloud, IOT 50 0.05%
and digital engineering, digital transformation, analytics, cyber security, receipt of royalty / brand usage,
manpower, management and management support services, owned / third party services, professional
services, technical support and reimbursements;
c) Purchase / sale / transfer / exchange / lease of business assets including property, plant and equipment, 50 0.05%
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d) Any transfer of resources, services or obligations to meet its objectives/ requirements. 50 0.05%
The proposed transactions as mentioned in point 2a to 2c above, would be purely operational / integral part of the operations of the Company and in ordinary
course of business with terms and conditions that are generally prevalent in the industry segments that the Company operates.
3. Any advance paid or received for the contract or arrangement, if any
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Based on the nature of transaction, advance for part or full amount of the transaction / arrangement could be paid / received in the ordinary course of business.
4. Tenure
5. Justification for why the proposed transaction is in the interest of the Company E.
Existing (as on 1st April, 2022) and new Contracts / arrangements / agreements / transactions for remaining period of 4 years i.e. upto 31st March, 2027.
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5a. Swaraj Engines Limited ("SEL"):
SEL is an India-based company, which is primarily engaged in the business of diesel engines, diesel engine components and spare parts. It manufactures diesel engines for
fitment into Swaraj tractors, which are manufactured by the Company. SEL is into manufacturing and supplying of diesel engines in the range of 20 HP to above 65 HP.
It is equipped with highly productive & precise quality analysing machines. It is also manufacturing hi-tech engine components. Common Vendors for Tractor and Engine
Parts, provide operating synergies to the Company.
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In the Financial Year 2022-23, the Company sold 4,07,545 tractors (under the Mahindra, Swaraj and Trakstar brands, a growth of 14.9% over the previous year). This is
the highest ever vehicle sales and tractor sales in any year by Mahindra’s Farm Equipment Sector.
Your Company's F23 market share at 41.2% continues to position it as the domestic market leader for the 40 th consecutive year. Your Company's performance was
supported by good performance of all products in the portfolio across all three brands viz. Mahindra, Swaraj and Trakstar.
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The Company has built adequate manufacturing capacity for the immediate future and is in the process of investing in additional capacity as part of its mid to long-term
strategy for its Farm Equipment Sector. As it prepares to open its new manufacturing facility in Mohali, Swaraj Tractors produced its two millionth tractor. A further
17.41% of SEL was acquired by your Company from Kirloskar Industries Limited (KIL). As a result, the Company now own 52.13% of Swaraj Engines Limited (SEL), making
SEL a subsidiary of the Company.
Thus, keeping in view the expected future business prospects of the Company, it is proposed to seek approval of the Members for Related Party Transactions entered/ to
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be entered into with SEL as per the limits stated in point 1.

5b. Classic Legends Private Limited ("CLPL"):
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CLPL is mainly engaged in sales & marketing of two wheelers, spares, accessories & related activities. CLPL aims to revive classic motorcycle brands and has launched
motorcycles such as Jawa, Yezdi and BSA.
Your Company being a promoter of CLPL, was approached by CLPL to manufacture and supply motorcycles to CLPL under its brand name. In line with the strategy for the
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two-wheeler business, the Company through CLPL had reintroduced the iconic brand 'Jawa' to the Indian market in the Financial Year 2019, with the launch of new range of
JAWA motorcycles - Jawa and Jawa FortyTwo.
In FY22 another iconic brand 'Yezdi' has been reintroduced with three new models at the same time – Yezdi Adventure, Yezdi Scrambler and Yezdi Roadster. The Company will
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be benefited by using its manufacturing facility at Pithampur plant and R&D facility for two wheelers of CLPL. CLPL will be able to utilise the expertise of the Company for
manufacturing, sourcing, etc.
During FY23, 42 Bobber motorcycle was introduced in Indian market and in addition CLPL forayed into UK and European market by introducing iconic British brand BSA.
This in turn will contribute towards Mahindra Group synergy. Transactions with CLPL are expected to grow in future with strong collection of Brands such as Jawa, Yezdi and
BSA. Keeping in mind the potential quantum of transactions with CLPL over the next few years, it is proposed to seek approval of the Members for Related Party Transactions
entered/to be entered into with CLPL as per the limits stated in point 1.
5c. CIE Automotive India Limited (formerly known as Mahindra CIE Automotive Limited) ("CIE")
CIE, part of the global auto component player, is a diversified multi-technology company and a player with complex & value-added parts. Its global customer base includes major
Original Equipment Manufacturers (“OEMs”) of India and overseas. It being a leading producer of forgings, castings, magnetics, stampings with wider range of product technologies,
well established and certified plants provide assurance of the quality and timeliness of production and supplies. Also, several years of established relationship between the
Company and CIE has resulted in operational synergies and cost optimisation besides assurance of product quality.
CIE being an auto component maker, targets to have all key OEMs in its customer portfolio. The Company is one of the leading OEMs in India and has been a major customer for
CIE. Other transactions with CIE are also linked to or are relevant for ensuring smooth supply of products to the Company.
Transactions with CIE are expected to grow in future. Keeping in mind the potential quantum of transactions with CIE over the next few years, it is proposed to seek approval of
the Members for Related Party Transactions entered/to be entered into with CIE as per the limits stated in point 1.
esides the specific company-wise justification stated above in point 5a to 5c, the Company benefits through operational synergies, cost optimisation, assurance of product/service
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quality, utilising the expertise within the group for manufacturing, sourcing, etc. thereby bringing efficiencies in the businesses, providing enhanced level of user experience to the
consumers of the Company to enable achieve growth objectives, access to and utilisation of strong R&D and design capabilities. Financial assistance would drive growth in subsidiary's/
associate's business and will enable them to innovate, scale up and pursue growth opportunities in a more focused manner.
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i) details of the source of funds in connection with the proposed The financial assistance / investment would be from own funds / internal accruals of the
transaction; Company. The Company would not be incurring indebtedness solely for the purpose of
providing financial assistance / making investment.
ii) where any financial indebtedness is incurred to make or give loans, inter- Not applicable, since the Company would not be incurring financial indebtedness specially
corporate deposits, advances or investments, for giving financial assistance or making investments.
• nature of indebtedness;
• cost of funds; and
• tenure
iii) Applicable terms, including covenants, tenure, interest rate and Investments by way of subscription, purchase or otherwise in securities / debt instruments
repayment schedule, whether secured or unsecured; if secured, the and / or providing of loans, advances, and guarantees in relation to above mentioned
nature of security; subsidiaries/associate would be in accordance with the provisions of the Companies Act,
2013. The interest charged will be in compliance with the provisions of section 186 of
the Companies Act, 2013.
The financial assistance in the form of loan / inter-corporate deposit, if any provided, will
be on an arm’s length basis considering the following:-
i) The nature and tenor of loan/ICD,
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ii) The opportunity cost for the Company from investment in alternative options, and
iii) The cost of availing funds for the Company and for the related party.
iv) The purpose for which the funds will be utilised by the ultimate beneficiary The funds shall be used for operational activities and other business requirements of the
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of such funds pursuant to the related party transaction company to whom funds are provided and/or for making investment(s) in and/or providing
financial assistance to any of its subsidiaries / associates / joint ventures.
7. Details of the Valuation or other external party report (if any)
E.
The related party transactions will be in line with the Company's Policy on Materiality of and
Dealing with Related Party Transactions. These transactions are on arm’s length basis and
in the ordinary course of business. The related party transactions will be supported by the
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Valuation Report of an Independent valuer, wherever necessary.
8. Percentage of the Company’s annual consolidated turnover, for the Rs. 5,000 crores constitute 4.08% of the Consolidated Turnover* of the Company and
immediately preceding financial year, that is represented by the value of
Rs. 3,000 crores constitute 2.45% of the Consolidated Turnover* of the Company for the
the proposed transaction (and for a related party transaction involving
financial year ended 31 st March, 2023.
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a subsidiary, such percentage calculated on the basis of the subsidiary’s

annual turnover on a standalone basis shall be additionally provided) Name of the Subsidiary Rs. 5,000 Crores as a % of Subsidiary’s
Annual Turnover* on a Standalone Basis
Swaraj Engines Limited 349%

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Subsidiary’s Annual Turnover* on a
Standalone Basis
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Classic Legends Private Limited 422%
* Turnover includes Revenue from Operations and Other Income.

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Note: The percentage above is based on the Company’s Consolidated Turnover /

Subsidiary’s Standalone Turnover for the FY 2022-23 and the actual percentage shall
depend upon the turnover of the Company/ Subsidiary as the case may be for the above
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referred respective financial years from 2023-24 to 2026-27.
9. Transactions undertaken in previous Financial Year ended 31st March 2023 and 31st March, 2022
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Rs. in crores
Sr. Name of the Company Nature of Transactions FY22 FY23

No.
a. Swaraj Engines Limited Purchase and Sale of goods, Sale of property, plant and equipment, 1,380.14 1,751.98
availing and rendering of services, dividend income, deputation of
personnel, reimbursements paid and received, other income and
expenses, etc.
b. Classic Legends Private Limited Purchase and sale of goods, rendering and availing of services, inter- 1,010.51 1,227.51
corporate deposits given, interest and other income, investments,
deputation / sharing of personnel, reimbursements paid and received,
etc.
c. CIE Automotive India Limited (formerly known as Purchase of goods, property, plant & equipment and other intangible 1,389.26 1,998.81
Mahindra CIE Automotive Limited)("CIE")& assets, sale of goods, other income and expenses, royalty received
for usage of 'Mahindra' Brand / Trade Name, availing and rendering of
services, dividend received, reimbursement paid, etc.
& The royalty received from CIE for usage of ‘Mahindra’ Brand/ trade name was Rs. 1.12 lacs in FY22 and Rs. 0.89 lacs in FY23. The royalty receivable from CIE during
each of the financial years 2024-2027, would be well below the permitted statutory ceiling as prescribed under Regulation 23 (1A) of Listing Regulations i.e. 5% of
the annual consolidated turnover of the Company.
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The Company has in place a robust process for approval of Material 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 Circular dated 22nd November, 2021. Further, a Certificate from the Managing
Director & Chief Executive Officer and Group Chief Financial Officer of the Company confirming that the Related Party
Transactions are in the ordinary course of business of the Company and on arm’s length basis is also placed before the
Audit Committee.
The Related Party Transactions placed for Members’ approval shall also be reviewed/ monitored on quarterly basis by the
Audit Committee of the Company as per Regulation 23 of the Listing Regulations and Section 177 of the Companies Act,
2013 and shall remain within the proposed amount(s) being placed before the Members.
Any subsequent material modifications in the proposed transactions, as defined by the Audit Committee as a part of the
Company’s Policy on Materiality of and Dealing with Related Party Transactions, shall be placed before the Members for
approval, in terms of Regulation 23(4) of the Listing Regulations. As per the amended Listing Regulations effective from 1st
January, 2022, all the Related Party Transactions shall be approved only by those members of the audit committee, who
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are independent directors. Since the Company’s Audit Committee comprises only of Independent Directors, the amendment
to the Listing Regulations, requiring approval of related party transactions only by those members of the Audit Committee
who are Independent Directors of the Company, was already institutionalised by the Company much before such amendment
was made effective on 1st January, 2022.
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The Related Party Transactions placed for Members’ approval are specific in nature and have been approved by the Audit
Committee and Board of Directors of the Company.
E.
The Company will seek separate approval on an Annual Basis from the shareholders, in future, in case any omnibus approvals
are needed for Material Related Party Transactions.
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None of the promoters/ promoter group entities are interested, directly or indirectly, in any of the proposed transactions.
The proposed transactions shall not, in any manner, be detrimental to the interest of minority shareholders and are in the
best interest of the Company and its Members.
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The Members may please note that in terms of provisions of the Listing Regulations, none of the related party(ies) (whether
such related party(ies) are a party to the proposed transactions or not), shall vote to approve the Ordinary Resolutions at
Item Nos. 11, 12 and 13 of the Notice. Details of Directors or Key Managerial Personnel of the Company holding Directorships
in the concerned Related Party(ies) are given below:
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Sr. Company Directors or Key Managerial Personnel of the Company holding Directorships in the
No. concerned Related Party(ies)
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Item No. 11
1. Mahindra and Mahindra Financial Services Dr. Anish Shah – Chairperson and Non-Executive Director
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Limited
2. Mahindra Electric Automobile Limited Mr. Rajesh Jejurikar – Non-Executive Director
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3. Mahindra Last Mile Mobility Limited* Not Applicable

4. Mahindra Susten Private Limited Mr. Manoj Bhat – Non-Executive Director
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5. Sustainable Energy Infra Trust** Not Applicable

* in the process of being incorporated
** in the process of being registered
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Sr. Company Directors or Key Managerial Personnel of the Company holding Directorships in the
No. concerned Related Party(ies)
Item No. 12
1. Mahindra Susten Private Limited Mr. Manoj Bhat – Non-Executive Director
2. Sustainable Energy Infra Trust ** Not Applicable
** in the process of being registered
Item No. 13
1. Swaraj Engines Limited Mr. Rajesh Jejurikar – Non-Executive Chairman
2. Classic Legends Private Limited Mr. Anand G. Mahindra – Non-Executive Director
Mr. Rajesh Jejurikar – Non-Executive Director
Mr. Manoj Bhat – Non-Executive Director
3. CIE Automotive India Limited (formerly known -–
as Mahindra CIE Automotive Limited)
None of the Directors and Key Managerial Personnel of the Company and their relatives are concerned or interested,
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financially or otherwise, in the resolutions set out at Item Nos. 11, 12 and 13 of the Notice.
The Board of Directors of the Company recommends the Material Related Party Transactions of the Company as set out in
Item Nos. 11, 12 and 13 of the Notice for approval of the Members by way of Ordinary Resolutions.
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E. By Order of the Board
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NARAYAN SHANKAR
Company Secretary
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ACS No. 8666
Registered Office:
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Mumbai – 400 001.

CIN : L65990MH1945PLC004558
e-mail : [email protected]
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Website : https://www.mahindra.com
Tel. : +91 22 22895500
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Mumbai, 26th May, 2023

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Information at a glance
Sr.
No. Particulars Details
1. Day, Date and Time of AGM Friday, 4th August, 2023, 3:00 p.m. (IST)
2. Mode Video Conference (VC)/Other Audio-Visual Means (OAVM)
3. Participation through Members can login from 2:30 p.m. (IST) on the date of AGM at https://emeetings.kfintech.com
Video‑Conferencing
4. Helpline Number for VC Phone No.: 040-6716 1509 or KFintech’s toll free No.: 1800-3094-001
participation
5. Submission of Questions / Questions/queries shall be submitted 48 hours before the time fixed for AGM i.e. by 3:00
Queries Before AGM p.m. (IST) on Wednesday, 2nd August, 2023, by any of the following processes:
• Email to [email protected] mentioning name, demat account number/folio
number, registered email ID, mobile number, etc.
• Members holding shares as on the cut-off date i.e. Friday, 28th July, 2023, may also
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visit https://emeetings.kfintech.com and click on “Post Your Queries” and post queries/
views/questions in the window provided, by mentioning name, demat account number/
folio number, email ID and mobile number.
Members can also post their questions during AGM through the “Ask A Question” tab which
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is available in the VC/OAVM Facility as well as in the one way live webcast facility.
6. Speaker Registration Before Visit https://emeetings.kfintech.com and click on “Speaker Registration” during the
AGM
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period from Monday, 24th July, 2023 (9:00 a.m. IST) upto Wednesday, 26th July, 2023
(5:00 p.m. IST).
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7. Recorded transcript Will be made available post AGM at
https://www.mahindra.com/investor-relations/regulatory-filings
8. Dividend for FY23 Rs. 16.25 (325%) per Ordinary (Equity) Share of the face value of Rs. 5 each
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recommended by Board
9. Dividend Book Closure dates Saturday, 15th July, 2023 to Friday, 4th August, 2023 (both days inclusive)
10. Dividend payment date After Friday, 4th August, 2023
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11. Information of tax on https://www.mahindra.com/investor-relations/regulatory-filings

Dividend 2022-23
12. Cut-off date for e-voting Friday, 28th July, 2023
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13. Remote E-voting start time Monday, 31 st July, 2023 (9:00 a.m. IST)
and date
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14. Remote E-voting end time Thursday, 3rd August, 2023 (5:00 p.m. IST)
and date
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15. Remote E-voting website https://evoting.kfintech.com

of KFin
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16. Name, address and contact KFin Technologies Limited (earlier known as KFin Technologies Private Limited)
details of e-voting service Selenium, Tower B, Plot No. 31 & 32, Gachibowli, Financial District, Nanakramguda,
Provider and Registrar and Serilingampally, Hyderabad, Rangareddy, Telangana – 500 032
Transfer Agent Contact detail: Phone No.: 040-6716 1509 or KFintech’s toll free No.: 1800-3094-001
17. Email Registration & Demat shareholders:
Contact Updation Process Contact respective Depository Participant.
Physical Shareholders:
Send Form ISR-1 and other relevant forms to KFintech at Selenium, Tower-B, Plot No. 31 &
32, Gachibowli, Financial District, Nanakramguda, Hyderabad, Rangareddy, Telangana India
– 500 032 or at the email ID [email protected]
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MAHINDRA & MAHINDRA LTD.
Integrated Annual Report
2022- 23
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KESHUB MAHINDRA
1923-2023
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Integrated Annual Report 2022-23
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This
portrait
made using AI technology,
is our tribute to a man
who consistently remained
ahead of the times and
yet in sync with it.
In loving
memory,
forever in
our hearts
Keshub Mahindra
1960s
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1 2 3 4 5 6
Keshub Mahindra JS Vasan, Keshub Keshub Mahindra Queen Noor al-Hussein Harish and Keshub Keshub Mahindra
with Pandit Jawaharlal Mahindra, Roshan with Alex Trotman of Jordan with Keshub Mahindra at the opening with BR Sule driving
Nehru at MUSCO plant Sethna, Rati Fyzee during the Ford car Mahindra at the MUWCI of MUSCO Alloy Steel away the 10,000
in Khopoli, 1960s and I Chatterjee launch press inauguration in 1997 Plant Khopoli on Willys Jeep at
celebrate M&M conference in 30 April 1968 Mazgaon Plant on
Anniversary on New Delhi 9 Oct 1964
2ⁿ Oct 1954 on 21 Feb 1996
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1970s
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7 8 9 10 11 12
Keshub Mahindra Anand and Keshub Mahindra Keshub Mahindra Sactor Tractor on Keshub and Anand
with Indira Gandhi, Keshub Mahindra being honoured at with Mother Teresa display as Keshub Mahindra at M&M
1970s with the Scorpio, the Motor India 1980s Mahindra inaugurates AGM on 30 July
June 2002 Automan Awards on Tractor Assembly 2007
12 July 2000 Plant at Nagpur on
10 April 2000
Milestones
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With a vision of driving
farm prosperity, M&M formed
a joint venture with USA's
International Harvester to
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pioneer Mahindra branded

tractors in India.
1961
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1956
M&M went public in 1956
and got listed on the
Bombay Stock Exchange.
1947
Mr Keshub Mahindra joined
M&M, which had just started
assembling Willys Jeeps in
Mumbai, a er graduating from
Wharton at the University of
Pennsylvania.
Mr Keshub Mahindra
served as a member
of the Prime Minister's
Council on Trade and
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Industry.
Mr Keshub Mahindra Mahindra British Telecom 2004 -

took over as M&M was formed in partnership 2010
with British Telecom.
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Chairman.
MBT later became
Mahindra Education Tech Mahindra.
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Trust rechristened to
KC Mahindra Education 1986
Trust (KCMET) as a
tribute to the
founder Chairman.
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1963 1987
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Mr Keshub Mahindra
was awarded French
Govt's honour Chevalier
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de l'Ordre national de
1973
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la Legion d'Honneur.
In the wake of the
oil crisis, M&M replaced
the petrol-guzzling
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engine with a high-power,

1962 high-speed diesel tractor
Mahindra Ugine Steel engine, within a record
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was formed in partnership six months.

with Ugine Kuhlmann,
France. e then PM,
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Mr Jawaharlal Nehru,
visited the steel factory.
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1945
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E x p r e s s i o n s e v o l
2023
DEAR COMPANIES,
AS A CITIZEN OF
THE FUTURE,
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I HAVE
A FEW QUESTIONS
FOR YOU.
Will the great things you make,
make the world great too?
Are you planning to make big factories
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and bigger forests?
How much profit will the planet make
from your actions?
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Would you look a er farmers like
they look a er their crops?
Is helping the less fortunate
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a part of your business plans?
Do you agree that a woman is o en
the best man for a job?
When you wake up in the morning,
is it to make the whole world rise?
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At Mahindra, we believe questions asked
by the citizens of the future will show the
way to the businesses of the future.
#TogetherWeRise
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v e. Va l u e s e n d u r e.
CHAIRMAN’S
MESSAGE
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Anand G. Mahindra
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“The example set by Keshub Mahindra will now,
more than ever, be a guiding force on how we
Chairman
tackle the future.”
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Dear Shareholders,
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Mr. Keshub Mahindra was a towering figure planet? Much has been written about
in the Mahindra Group ever since he joined Keshub Mahindra's sagacity, his humility, his
in 1947 and it is difficult to accept that vision and many other qualities of head and
he is gone. Today, he looms large in our heart – and every word of this is true. But,
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thoughts. from a personal perspective, the greatest

lesson his life has taught me is that living
“From a personal Keshub Mahindra was a part of my life
with zest and engagement is the secret of a
perspective, the ever since I was born. There are so many
long, happy and successful life. He never
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greatest lesson memories of him I cherish – his charm, his

gave in to age or infirmity, remained fully
love for tennis and golf, the dashing picture
his life has taught engaged with the world, till the very end.
he made as he drove the first vehicle to be
And that is why we will miss him every day.
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me is that living
indigenously produced by M&M out of the
with zest and
factory, his knack of instantly connecting Keshub Mahindra may have retired from
engagement is with people, young or old, the affectionate active business when he became Non-
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the secret of a awe with which he was regarded by the Executive Chairman, and later Chairman
long, happy and highest to the lowest in the Mahindra Group. Emeritus, but he never retired from life.
successful life.” Practically till the last day, he continued to
He died, as he had lived, peacefully,
take a lively interest in the affairs of the
surrounded by the love of his family. All who
Mahindra Group, particularly its social
knew him will always regret that he missed
initiatives. He attended every important
his century by just a few months.
meeting, even during the Covid years, when,
What can we learn from the life of someone despite being in his nineties, he taught
who spent 99 plus impactful years on the himself to log in virtually.
Just a few weeks before he passed away, made him very happy. Our core businesses
he actively participated in the Board have had a very good year, despite many
Meeting of the Mahindra United World geopolitical and supply side challenges. We
College. As late as 23 March, he chaired have declared the highest dividend in our
meetings of the Board of Trustees of the history. M&M shares have outperformed the
Mahindra Foundation and the KC Mahindra Nifty50 as well as the Nifty Auto Index. We
Education Trust. It is inspirational that are the best performing stock on Nifty since
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despite the weight of his years, he never 2002. It has clearly been a memorable year.
slowed down intellectually, never lost his
As for the future, our growth path is clearly
involvement with the world around him.
set out. Our strategies for scaling up the
It makes me nostalgic when I recall how core businesses and the growth gems are
keen he always was to keep abreast of well def ined. The Indian economy has
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everything that was going on. The progress grown at 7% and we are in the right place
of the business was, of course, important at the right time.
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to him. Not a week went by when he would
But there are also tectonic changes in the “As technology
not ask me for news about the Group's
offing. The rise of Generative AI is likely to became a driving
performance — and the share price!
However, his concern for the business went

hand in hand with his concern for people.
He valued people and their talents. If he got
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be a major inflexion point which could
fundamentally transform life and business
as we know it. AI could literally become a
co-pilot in almost everything that we do.
force in business
and our lives,
Keshub Mahindra
news of a resignation his first question In business, this may well call for totally displayed an
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always was “But why did this happen? Why reinventing the way we look at our work. ever-deepening
was he or she not happy working with us?” There are exciting times ahead, full of desire to
And his other major area of concern was challenges as well as opportunities. understand and
technology. As technology became a driving guide its impact.”
The example set by Keshub Mahindra will
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force in business and our lives, he displayed

now, more than ever, be a guiding force
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an ever-deepening desire to understand and

on how we tackle the future.
guide its impact. R&D particularly fascinated
him, and he constantly questioned whether I pray that all of us in the Mahindra Group
we were adequately prepared for a world will engage with life and its challenges
without fossil fuels. His questioning was
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with the same foresight , optimism,

always incisive; yet he never came across as unflagging spirit, commitment, passion and
intimidating or controlling. Empowerment compassion as he did.
was very much his style. However, he had
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That is the best way to ensure that his spirit

the gift of seeing two moves ahead, and
will live on.
his questions always made one think.
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Having been with M&M almost since

inception, he saw plenty of the ups and
downs of business. He took the rough with
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the smooth, with courage. His steady and

clear-headed optimism and his fortitude in
times of adversity was infectious and served
as a beacon for those of us who had the
privilege of working with him. Keshub
Mahindra was an institution, and we will miss
him immensely.
I am sure that your Company's performance

showcased in this Annual Report would have
MD & CEO’S
MESSAGE
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“Mr. Keshub Mahindra’s legacy endures in the high
Dr. Anish Shah standard of Governance he established, setting a
MD & CEO precedent for companies worldwide. He was truly
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a remarkable leader.”
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Dear Shareholders,
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O u r e s te e m e d C h a i r m a n E m e r i t u s , principles with which the company would

Mr. Keshub Mahindra, bid us farewell in operate. Mr Keshub Mahindra lived these
“We have seen April of this year. As a visionary leader, he values. And, our philosophy will remain
a significant
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played a pivotal role in transforming the steadfast - a commitment to drive positive

acceleration in Mahindra Group into the diversif ied change in the lives of our communities,
the last two powerhouse it is today. His legacy endures enabling them to Rise. The refreshed Rise
in the high standard of Governance he philosophy is a contemporary expression of
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years, as our
revenue has established, setting a precedent for the time-tested values that were written
grown 1.6 times, companies worldwide. He was truly a more than 78 years ago.
remarkable leader.
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and our profits Our belief in our Purpose drives our actions.
have tripled, On a personal note, I will miss his mentorship We continue to play a leadership role in
outpacing our and guidance, his insights on leadership and protecting the Environment by staying on a
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own ambitious his perspectives on business. He cared bold path to be Planet Positive by 2040 and
targets. This about people and their well-being. He innovating to decarbonise our industries.
placed values above everything else, the O u r S o c i a l a c t i v i t i e s have ma d e a
financial
importance of keeping our word and meaningful difference in education and
performance
building trust in all our actions. women's empowerment. And, we strive
underscores the hard to maintain the gold standard in
robust underlying We are custodians of these values. On 8
Governance.
performance November, 1945, the Mahindra Group, then
b a re ly a m o n t h o l d , p u b l i s h e d a n We also believe that Purpose will drive
across our diverse
advertisement in India's largest circulating Profits, and have delivered outstanding
businesses.”
English daily. It mentioned no product or results in the face of several unforeseen
service. Instead, it listed fundamental challenges. Over the past year, while the
global landscape was marked by the Ukraine Looking ahead, we remain committed to our
war, rising commodity prices, tightening purpose, and to deliver growth and returns,
global monetary policy, and slower global while maintaining strong fiscal discipline.
economic growth, the Mahindra Group stood We will capitalise on our market leadership
tall as a beacon of strength and resilience. in automotive and farm sectors, achieve
full potential in our finance and technology
Our results for the fiscal year 2022-23
businesses and nurture our growth gems -
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delivered revenue of Rs 1.21 lakh crore
businesses that are very well positioned
($15 bn), accompanied by an impressive
in key industries and are delivering an
return on equity of 19.9%. Our net profit of
accelerated growth trajectory.
10,282 crore ($1.25 bn) is the highest ever,
beating the prior record by a wide margin. Our goal is to establish technology
We have seen a significant acceleration in leadership across all our industries. Our
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the last two years, as our revenue has grown Tech Visionaries, including senior leaders,
1.6 times, and our profits have tripled, actively understand and leverage the
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outpacing our own ambitious targets. dynamic technology landscape to enhance
our products, processes, and customer
This financial performance underscores the
experience. Through AI, metaverse,
robust underlying performance across our
diverse businesses. Our auto business
continued its leadership position over the
last four quarters in SUVs and LCVs, while
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cybersecurity initiatives, and ongoing
generative AI experiments, we are unlocking
new possibilities. Additionally, we are
“We continue to
now capitalising on synergies with Tech
our tractor business continued to reign play a leadership
Mahindra.
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supreme in the market. Our services
role in protecting
businesses have made a signif icant Throughout our journey, our people have
the Environment
contribution, with Mahindra Finance well stood by us and supported us in all our
into its turnaround, Tech Mahindra poised to endeavours. They have been the backbone by staying on a
bold path to be
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capture its full potential and our growth of our successes and achievements. Our
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gems delivering on their promise of value teams are driven by a shared purpose, and Planet Positive.
creation. We are proud to deliver world-class they serve our customers and communities Our Social
products that have enabled us to succeed in with passion and ingenuity. They navigate activities have
the face of strong global competition. complexitie s, ha rne ss cutting- edge made a
technology, and foster innovation. Their
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We are a global company with strong roots meaningful

efforts allow us to thrive in a world
in India. We consider ourselves profoundly difference in
brimming with both opportunities and
fortunate to witness India's remarkable education and
challenges.
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growth and evolving potential . Our women’s

businesses are well-positioned to capitalise We look to the future with confidence. One empowerment.
on the opportunities offered across various that holds many opportunities. And And, we strive
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industries. We have demonstrated the ability challenges, which our teams will take in
hard to maintain
to develop world-class products and their stride. A future where the Mahindra
the gold standard
services, and effectively compete with Group stands unwavering at the forefront
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global players both in India and in markets of innovation, driving positive change, and in Governance.”
around the world. leaving an indelible mark on the world
we serve.
We will leverage and enhance our global
footprint with a laser-sharp focus on
businesses that can establish a meaningful
presence in key markets and amplify
product technologies, thu s fur ther
strengthening our competitiveness in India
and globally.
CONTENTS ANNOUNCEMENT
COMPANY We embarked on our journey of

01 OVERVIEW Integrated Reporting in F17 in keeping
with our commitment towards
transparency and the highest standards
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RISE TO of corporate governance. The following
13 CREATE VALUE year, to present our shareholders with a
more holistic view of how we create and
sustain long-term value, we included key
elements of the Integrated Report (IR)
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RISE TO BE
along with the Annual Report. While
23 FUTURE READY
staying true to the principles of the
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International Integrated Reporting
Council's framework that was
RISE FOR A MORE incorporated in the past, our Integrated
31 EQUAL WORLD
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create a more reader-friendly experience.
This IR is in consonance with SEBI Circular

CORPORATE
dated 6 February 2017. An Integrated
51 INFORMATION
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Report takes corporate reporting beyond
just discussing the financial resources,
since any value creation activity requires
STATUTORY
52 other resources like people, natural
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REPORTS resources and business relationships.

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This report will discuss how Mahindra &

Mahindra Ltd. (M&M Ltd.) creates value
FINANCIAL by leveraging the interlinkages between
223 STATEMENTS these interdependent resources. Where
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necessary, we have explained the concept

using charts and infographics. Some IR
related data might be management
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estimates and could be updated in

subsequent publications, like the
Mahindra Sustainability Report.
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For any other information please visit

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www.mahindra.com
HOW TO READ THE REPORT
Integrated Report <IR>

Businesses exist to create value - not only also part of this document and are in line This Integrated
for the shareholders, but also for their with the requirements of the Companies Report provides a
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diverse stakeholders. A business's ability Act, 2013 (including the rules made cohesive view of
to sustain value over the long-term thereunder), Indian Accounting Standards, our performance
depends on how it manages, leverages Securities and Exchange Board of India and ability to
and integrates its tangible and intangible (Listing Obligations and Disclosure create value
resources - from financial capital, plant & Requirements) Regulations, 2015 and consistently
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machinery, employees, communities, the applicable Secretarial Standards. through six
government licenses and natural capitals – Financial,
Please note that certain statements in
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resources; to corporate governance Manufactured,
this report with regard to our future
practices, intellectual knowhow and the Intellectual,
growth prospects are forward-looking
social license to operate. Human, Social &
statements, which involve a number of
We use an easy-to-understand diagram to
depict inputs, outputs, and the resulting
outcomes, with respect to various
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risks and uncertainties that could cause
actual results to differ materially from
those in such forward-looking statements.
Relationship, and
Natural.
capitals, that are measured by KPIs. The

Throughout the report, the terms
structure of this report remains true to
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'Mahindra', 'Mahindra & Mahindra', 'M&M',
the principles of integrated reporting and
and 'M&M Ltd.' have been used
seeks to create a more lucid flow of
interchangeably to refer to Mahindra &
information for a crisp and coherent
Mahindra Limited.
disclosure. The detailed Statutory
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Statements and Financial Reports are
Scope of the Report

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The reporting period of Mahindra & The scope of this Report is related to
Mahindra Limited apropos this Integrated Mahindra & Mahindra Limited, consisting
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Report is 1 April, 2022 to 31 March, of the Automotive Sector, Farm

2023. Equipment Sector, Spares Business Unit,
Mahindra Research Valley, Two-Wheeler
This Integrated Report provides an
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Division, Construction Equipment Division

overview of the operations and business
and Powertrain Business Division.
development activities of the Company.
It is also aligned to the nine principles We have represented data related to
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of the Ministry of Corporate Affairs' other group businesses and Companies,

National Voluntary Guidelines on the wherever required, to provide a holistic
social, environmental and economic view of the Company's performance and
responsibilities of a business. presence.
PERFORMANCE
HIGHLIGHTS
FINANCIAL – F23
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M&M Standalone M&M Consolidated
REVENUE REVENUE
J Crore J Crore
84,960 47% increase

1,21,269 34% increase
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compared to F22 compared to F22
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PAT (Before EI)* PAT (Before EI)*
J Crore J Crore
7,770 LIN
52% increase
compared to F22 8,893 42% increase
compared to F22
PAT (A er EI)* PAT (A er EI)*

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J Crore J Crore
6,549 34% increase

compared to F22 10,282 56% increase
compared to F22
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NON-FINANCIAL – F23
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Highest Ever
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Total Tractor Volume

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4,07,545 units
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(Includes domestic sales and exports; 15% YoY

includes Mahindra, Swaraj & Trakstar Brands) Increase in total tractor volume
Highest Ever
Total Automotive Volume
6,98,456 units 50% YoY

(Includes domestic sales and exports) Increase in total automotive volume
*EI - Exceptional Items

Blockbuster Launch
1,00,000 5-star
bookings in under
30 minutes safety rating from
Global NCAP
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Viewer's
Choice Car
of the Year by Autocar
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No.1
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1 Indian
‘Automobile &
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Components’ Company
to be included in DJSI for
2ⁿ consecutive year
(Part of the World Index)
SUV LCVs Farm Electric

(<3.5T) Equipment 3 Wheelers
Revenue
market share market share market share market share
19.1% 45.5% 41.2% 67.6%

2.7x Increase
in utilisation of Total
up 370 bps up 520 bps up ~300 bps Renewable Electricity
in last 2 years compared to F22
COMPANY RISE TO RISE TO BE RISE FOR A MORE CORPORATE STATUTORY FINANCIAL
01 OVERVIEW CREATE VALUE FUTURE READY EQUAL WORLD INFORMATION REPORTS STATEMENTS
COMPANY
OVERVIEW
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THE MAHINDRA
GROUP
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MAHINDRA LTD.
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A technology & innovation-led, global, Mahindra & Mahindra Ltd. is the flagship
federation of companies, that provides Company of the Mahindra Group. Our
a wide range of products, services & core business is mobility products and
possibilities, enabling people to Rise. farm solutions.
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We have more than 2,60,000 employees

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Since assembling our first vehicle in

and a presence in over 100 countries.
1947, we have grown rapidly. Today, we
Founded in 1945; it is the world's largest
offer a wide range of products and
tractor Company by volume. The Group
solutions ranging from SUVs, pickups,
enjoys a leadership position in farm
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The Group has commercial vehicles and tractors, to

a clear focus on equipment, utility vehicles, information
electric vehicles, two-wheelers, gensets
leading ESG technology and financial services in India.
and construction equipment. We
It also has a strong presence in renewable
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globally, enabling commenced our exports in the 1960s,

energy, agriculture, logistics, hospitality,
rural prosperity and today, our vehicles and tractors can
and real estate.
and enhancing be found in all six habitable continents of
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urban living, with While remaining committed to the core the world.
a goal to drive values and purpose, the Group has
positive change redefined the way to lead businesses
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in the lives of by embracing ESG and technology for

greater resilience, positioning itself for
communities and
future growth, and creating shared value,
stakeholders to
enabling people to Rise. With the core
enable them to
corporate philosophy of Rise, the Group
Rise. is reinventing the way the world looks
at businesses.
Integrated Annual Report 2022-23 02
GROUP SNAPSHOT
l World's largest tractor Company by volume

20
key industries
l India’s No. 1 SUV Manufacturer by revenue market share
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Enjoys a leadership position in farm equipment, utility vehicles,
2,60,000
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information technology and financial services in India

employees
l Strong presence in renewable energy, agriculture, logistics, hospitality
and real estate Presence
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in over
l World's 1 All-Electric Hyper car - Pininfarina Battista
100
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l Only Indian OEM in Formula E All-Electric Car Racing Championship countries
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20+ INDUSTRIES
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Mahindra Group's operations are in the key industries that form the foundation of every
modern economy. The industries, where we are transforming lives and shaping the modern
world through our presence, have been outlined below:
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AEROSPACE
DEFENCE
HOSPITALITY
TRACTORS COMPONENT
PASSENGER & MANUFACTURING &
COMMERCIAL FARM EQUIPMENT
STEEL SOLUTIONS
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VEHICLES AGRI INDUSTRY

AUTO RECYCLING
AFTERMARKETS
LOGISTICS
LAST MILE MOBILITY RENEWABLE
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ENERGY
FINANCIAL SERVICES POWER SOLUTIONS

Vehicle & Equipment Financing
WATER UTILITY
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Rural Housing Finance

TECHNOLOGY Mutual Funds CONSTRUCTION EQUIPMENT
SERVICES Insurance Broking REAL ESTATE
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OUR OUR
PURPOSE CORE VALUES
Drive positive change in the lives - Professionalism
of our communities. Only when - Good Corporate Citizenship
we enable others to rise will we rise. - Customer First
#TogetherWeRise - Quality Focus
- Dignity of the Individual
For more information about our Core Values, please refer to our corporate website:
https://www.mahindra.com/about-mahindra-company
AWARDS AND ACCOLADES
CORPORATE AWARDS
MAHINDRA & MAHINDRA AUTO SECTOR MAHINDRA LOGISTICS
l Won the Automotive Company of the l Conferred with the Best Logistics
Year award by Top Gear India. Company of the Year and The Most
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l Scorpio-N secures the coveted Autocar Responsible Logistics Organisation
Viewer's Choice, Car of the Year award. Award at the ISCM Forum India Logistics
and Warehousing Excellence Awards
l Mr. Rajesh Jejurikar, ED and CEO, AFS, 2022.
honoured as Autocar Professional's Man
of the Year.
l Achieved Overall Excellence in Supply
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Awarded the Chain and Logistics in the categories
Ramkrishna Bajaj l Scorpio-N rated as the world's first of 3PL, Warehousing, and Freight
Award for body-on-frame vehicle to receive a Forwarding at the 2022 CII SCALE
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5-star rating from GNCAP. Awards.
Corporate Governance.
FARM SECTOR
SUSTAINABILITY AWARDS
Ranked amongst
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ITOTY 2022 Winners: Swaraj 735 FE
awarded Best Tractor in 31- 40 HP
catergory, Mahindra Novo 755 DI
recognised as Best Tractor in the above
MAHINDRA & MAHINDRA
l Winner in the Governance category
of the Industrial Manufacturing &
60 HP category, Mahindra & Swaraj Automotive sector at the KPMG ESG
the top six for
Tractors honoured as Tractor
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Leadership in Corporate Awards 2023.
Manufacturer of the Year, and Mahindra
Governance by the 575 DI XP PLUS crowned Indian Tractor
l 1 Indian 'Automobile & Components'
Institutional Investor of the Year. Company to be included in DJSI for
Advisory Services the 2ⁿ consecutive year (Part of
Zaheerabad team achieved the
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India Limited (IiAS). the World Index).
prestigious Pinnacle Award for
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Excellence in Manufacturing in
l The only Indian Automobile Company
3 Domains - Production, Collaboration to be a part of the S&P Global
Behavioural Aspects, by CII. Sustainability Yearbook 2023.
l Received two Par Excellence Awards FARM SECTOR
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at QCFI, Indonesia. l Project Pani Rajasthan winner at the

MAHINDRA FINANCE ITOTY 2023 Award.
Mahindra Finance recognised as the
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l TECH MAHINDRA
Happiest Workplace for Women by l Ranked Number 1 in the S&P Global
India Today at the RPG Happiness at Sustainability Yearbook 2023.
Workplace Summit & Awards 2023.
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MAHINDRA FINANCE
TECH MAHINDRA
l First NBFC in India to join the United
l Recognised as a leading organisation Nations Global Compact Network.
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for women in 2023 by The Economic

Times at the 3 edition of The Economic
l Featured in the 2ⁿ Edition of CRISIL
Times Best Organisations for Women Sustainability Yearbook's Leadership
Conclave. Index for outstanding performance
in the ESG domain.
l Secured the Frost & Sullivan's Technology
Innovation Leadership Award 2022 for MAHINDRA LIFESPACES DEVELOPERS
Metaverse Technology Services. l The only Indian Company to receive a
l Recognised as the fastest growing brand 'Double A' rating in the Climate Change
globally in terms of 'Brand Value Rank' by and Water Security category in CDP
Brand Finance. 2022.
l Ranked first in Public Disclosure (Asia)
MAHINDRA LIFESPACES DEVELOPERS
for the third consecutive year according
l Mahindra Eden received the CII IGBC to GRESB (Global Real Estate
Award in the category of IGBC Net Zero Sustainability Benchmark).
Energy Building Design, 2022.
THE BOARD OF DIRECTORS

Mr. Anand G. Mahindra Mr. CP Gurnani Mr. TN Manoharan
Chairman Non-Executive Independent Director
Non-Independent Director
Mr. Muthiah Murugappan Dr. Anish Shah Mr. Haigreve Khaitan
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Independent Director Managing Director & CEO Independent Director
Dr. Vishakha N Desai Mr. Vijay Kumar Sharma Ms. Nisaba Godrej
Independent Director Nominee of Life Insurance Independent Director
Corporation of India
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Mr. Rajesh Jejurikar Mr. Vikram Singh Mehta Ms. Shikha Sharma
Executive Director and Lead Independent Director Independent Director
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CEO (Auto & Farm Sector)
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GROUP EXECUTIVE BOARD
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CP Gurnani Mohit Kapoor Rajeshwar Tripathi Vinod Sahay

Front row MD & CEO, EVP & Group Chief EVP, CHRO Auto & President, Chief
from L to R Tech Mahindra Ltd. Technology O cer Farm Sector Purchase O cer AFS
Hemant Sikka Ashok Sharma Abanti Manoj Bhat

President, President, Agri Sector and Sankaranarayanan President, Group Chief
Middle row Farm Equipment MD & CEO, Mahindra Agri EVP, Chief Group Public Financial O cer
from L to R Sector Solutions Ltd. A airs O cer
Rampraveen Swaminathan Dr. Anish Shah Veejay Ram Nakra

Back row MD & CEO, MD & CEO, President,
from L to R Mahindra Logistics Ltd. Mahindra & Mahindra Ltd. Auto sector
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Naveen Raju Kavinder Singh Anand G. Mahindra R. Velusamy

General Counsel, MD & CEO, Mahindra Holidays & Resorts India Ltd., Chairman President, Automotive
EVP - Group Legal President (Leisure and Hospitality Sector) Technology & Product Development
Vivek Agarwal Puneet Renjhen Asha Kharga Rajesh Jejurikar Ruzbeh Irani
President, APJI and EVP, Partnerships & EVP, Chief Customer Executive Director and President,
Corporate Development, Alliances & Brand O cer CEO (Auto & Farm Sector) Group HR
Tech Mahindra Ltd.
Amarjyoti Barua Amit Kumar Sinha Parag Shah Ramesh Iyer

EVP, Group Strategy MD & CEO, Mahindra EVP & Head, Vice Chairman & MD Mahindra & Mahindra Financial Services Ltd.,
Lifespace Developers Ltd. Mahindra Accelo President (Financial Services Sector)
GLOBAL FOOTPRINT
THE GROUP HAS

BUSINESS PRESENCE
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IN 100+ COUNTRIES
UK
Global Design Centre with
67
M.A.D.E., Electric Racing
MANUFACTURING
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Technology with Mahindra
FACILITIES AROUND Racing & Two-Wheeler
THE WORLD Technology with BSA
E.
USA
Automotive & EV
Technologies with
45 INDIA
02 ALGERIA LIN MRV, Detroit
01 AUSTRALIA
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01 BENIN
01 BRAZIL
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01 FINLAND
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01 INDONESIA
01 JAPAN
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01 KENYA
01 MALI
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01 NIGERIA
01 SOUTH AFRICA
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01 SRI LANKA
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01 TUNISIA
02 TURKEY
02 UAE
04 USA
MRV - Mahindra Research Valley, Chennai & Detroit Business presence Business
and R&D facilities presence
MSPT - Mahindra SUV Proving Track, Chennai
MIDS - Mahindra India Design Studio, Mumbai
M.A.D.E. - Mahindra Advanced Design Europe
SDVC - So ware Defined Vehicle Centre, Coimbatore Automotive Tractors & Farm Machinery Two-wheelers Others
OUR R&D FACILITIES ARE India, Finland,

SET UP IN 21 CENTRES Italy, Japan,
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ACROSS 7 COUNTRIES Turkey, UK, USA
FINLAND
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Harvester TURKEY
Technology with Farm Mechanisation
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Sampo-Rosenlew Technology with Erkunt
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JAPAN
Rice Value Chain &
Tractor Technologies
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with Mitsubishi
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INDIA
Automotive, Farm, Two-Wheeler
Engineering & Design, Connected
Cars & Electric Vehicle Technology,
Genset & Agri, Digitisation, AI, IOT
ITALY
with MRV-led R&D centres, 4X4
Advanced EV
COE with MSPT, Design studio MIDS
Technologies with
& SDVC.
Pininfarina
Map not to scale. For illustrative purposes only.

MANUFACTURING PLANTS IN INDIA

As on 31 March 2023, property, plant and equipment (including capital work-in-progress) at M&M Ltd. stood at INR 14,000 crore.
We incurred a net capital expenditure of INR 3,431 crore in F23, and the major focus was on new product development.
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AUTOMOTIVE SECTOR FARM EQUIPMENT SECTOR
21
MANUFACTURING SALES VOLUME (UNITS) SALES VOLUME (UNITS)
PLANTS ACROSS
THE COUNTRY 6,98,456 4,07,545
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E.
3
MOHALI,
CHAPPERCHIRI,
SIALBA MAJRI
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HARIDWAR
Swaraj Divison
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1
JAIPUR
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1 1
VADODARA RUDRAPUR
Gromax
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1 1
1 PITHAMPUR
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IGATPURI
1
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1 1 NAGPUR
KANDIVALI
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1 1
2 1 ZAHEERABAD
CHAKAN
2 1
NASHIK BENGALURU
- Manufacturing plants include M&M Ltd., Manufacturing Plants

Mahindra Heavy Engines Ltd. (Chakan),
Gromax Agri Equipment Ltd.
- Map not to scale. For illustrative purposes only. Automotive Tractors & Farm Farm Two- Electric
Machinery Machinery Wheelers Vehicles
MANUFACTURING CAPABILITIES
Globally, manufacturing is shifting towards Industry 4.0, incorporating automation, big data,
and the Industrial Internet of Things (IIoT). Mahindra is at the forefront of this movement,
adopting Industry 4.0 in its plants to enhance transparency, interoperability, and gain a
competitive edge.
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The Technology
E.
Centre at the
T&D Plant,
Nashik was
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patents by the
Government of
India in F23.
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AUTOMOTIVE SECTOR
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Mahindra's Automotive Sector has been focussing on leveraging analytics and next-gen
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tools for increased productivity and reduced energy usage, resulting in a lower carbon
footprint. This also resulted in some highest-ever production figures for multiple AS plants.
DIGITAL SUSTAINABLE
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MANUFACTURING TECHNOLOGIES
The Automotive Sector has embraced a The Tool & Die (T&D) plant at Nashik
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Digital Thread approach, connecting is leading the way in technological

product development and manufacturing advancements and the implementation
for traceability and enhanced productivity. of world-class facilities in the sector.
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It is extensively utilising technologies such They have already achieved success

as simulations, analytics, 3D factory to with the implementation of ACT
design and set-up world class facilities and (Advanced Cold Test) technology, which
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deliver best in class products. is a green solution that eliminates the

need for diesel burning during testing.
Simulation models help analyse what-if
scenarios to optimse shift patterns, This accomplishment marks the beginning
inventory and scheduling. Virtual reality of an exciting journey for the plant as it
allows for validation before implementation continues to adopt state-of-the-art
with virtual walk-throughs and remote sustainable technologies.
supplier calibration.
Manufacturing NEXT
We have established a programme to enhance our digital infrastructure, accelerating
our digital transformation efforts and positioning ourselves as a technology leader.
Through advanced analytics and automation, we aim to achieve significant impact and
efficiency gains.
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Connected Sustainable Operational
Supply Chain Manufacturing Efficiency
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DIGITAL TRANSFORMATION LEVERS
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Predictive Predictive Digital
Equipment Quality Workforce
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Cybersecurity Management
Considering the growth in business volume and new product launches, state-of-the-art
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industrial control security systems have been implemented to protect IT assets from
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Chakan plant threats. Additionally, Application Performance Management (APM) systems have been
was awarded the initiated to proactively manage business interruption risks.
highest GOLD
rating in the
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India Green
Manufacturing MANUFACTURING MILESTONES - AS
Challenge 2023.
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Chakan Plant
This national l Crossed 2.5 Lakh vehicle production - l Cumulative vehicle production
program, in highest ever in a year by any plant crossed 1.6 million since inception
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collaboration
with CNBC TV18,
Nashik Plant
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recognises
manufacturing l Produced 1.84 lakh vehicles. This is l Scorpio assembly line alone produced
firms that have the highest ever production by the plant more than 1.1 lakh vehicles, includes
made significant the brands Thar and Scorpio Classic
strides in
improving Kandivali Plant
sustainability in l Achieved highest ever vehicle l Produced 6 lakh+ axles and 3.9 lakh
their facilities. production with more than 1 lakh transmissions in F23 – a record for the
vehicles plant
FARM EQUIPMENT SECTOR

The Farm Equipment Sector continued to create products aimed at enhancing farm
productivity and, thereby, rural prosperity. In F23, FES production saw some record-
breaking numbers. It is also consistently working towards meeting the changing
needs of the agriculture sector, with a complete range of farm machinery products
and solutions beyond tractors.
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The Zaheerabad
team received
CII- Pinnacle
Awards for
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Excellence in
Manufacturing
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in three domains -
Production,
Collaboration,
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Aspects.
The women
empowerment
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initiatives of FES
MADE IN INDIA, MADE FOR INDIA Nagpur and Jaipur
In November 2022, FES inaugurated its first dedicated farm machinery plant in Pithampur, plants received
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Madhya Pradesh. The plant is strategically located with access to a diverse supplier base, the Global CSR
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enabling the Company to manufacture durable, high-quality, affordable and accessible Excellence Award
'Made in India, for India's farm machinery, marketed in both the Mahindra and Swaraj by World CSR
brands. The plant will also manufacture products for export to global markets in Asia, Congress.
Africa, Europe and America.
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MANUFACTURING MILESTONES - FES

Swaraj Tractors rolled out its 20 Lakh tractor from the Mohali Plant in September 2022.
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Since its inception in 1974, the first milestone of 10 lakh tractor production was
achieved in 2013. Now within a span of just nine years, it accomplished 20 Lakh tractor
production. This is a testimony of the faster growth of the brand Swaraj. In addition,
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numerous FES plants also crossed milestone production figures this year:
Rudrapur Plant Zaheerabad Plant

l 8,00,000 Tractor and l 3,00,000 Tractor
9,50,000 Gearbox
RISE TO
CREATE VALUE
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At Mahindra, we constantly push the boundaries of possibilities to create products
and technology-led services that enable our customers and stakeholders to Rise.
By refreshing our strategy, focussing on customer centricity, delivering accessible
technology, innovation and enhancing people capabilities, we continue to drive growth,
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expand reach and create value.
STRATEGIC OVERVIEW
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M&M has Historically, we have been a leader in value creation for our shareholders. M&M has
been the best been the best performing stock in Nifty 50 since 2002, with Total Shareholder Returns
performing of 27%, over the last 20 years. Our action on Capital Allocation and pivot to growth
stock in has resulted in spectacular TSR of 57% in the last year, second amongst all Nifty 50
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Nifty 50 since companies.

2002 , with
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Total
Shareholder Regained #1 position in value creation
Returns of M&M is best-performing stock in Ni y50 since 2002
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27%.
1 in last 20 years 2ⁿ in last 1 year
Company TSR% Ranking Company TSR% Ranking

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Mahindra 27% 1 ITC 68% 1

Britannia 27% 2 Mahindra 57% 2
Dabur India 26% 3 Coal India 41% 3
Nifty50 companies considered at the
Bajaj Holdings 26% 4 NTPC 34% 4
point in time (20, 5, and 1 year back as
on 31 March of the corresponding years) HCL Tech 25% 5 Britannia 32% 5
Note: TSR stands for Total Shareholder

Sun Pharma 25% 6 Eicher Motors 21% 6
Returns, calculated as capital gains NIIT Ltd. 25% 7 IndusInd Bank 18% 7
(increase in stock price) + dividends HDFC Bank 24% 8 L&T 17% 8
adjusted for stock splits, bonus issues, etc.
TSR returns taken as avg. of monthly
L&T 24% 9 ICICI Bank 16% 9
closing of Jan, Feb and March for the Tata Chemicals 24% 10 HUL 15% 10
corresponding years.
Following a dip in returns in F19 and F20, we embarked on a bold strategy that began
with capital allocation in F21 to steer a turnaround of or exit of loss-making companies
and pivoting our core and growth gem businesses to growth as can be seen in the
following charts.
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CAPITAL ALLOCATION
PAT ^(J Cr) Loss making entities
Turnaround Exit
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F20 F23
E.
(3,429)
(26)*
LINMeraKisan
In Process
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* FY23 PAT is for continuing operations and does not include any losses of exited entities. It excludes hyperinflation accounting impact of INR 120 Cr for Turkish operations
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^ International Auto & Farm operations; PAT After NCI, before EI

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TRANSFORMING OUR CORE BUSINESSES

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Actions Outcomes
UV revenue MS
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l 5 mega launches…Quantum leap

l Regaining EV leadership; $9.1 Bn valuation 13.2% 19.6%
Auto Q4F20 Q4F23
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l Strengthened leadership through new launches Market share

and network expansion
39.4% 40.7%
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Transform
Farm
l Farm machinery revenue growth by 40% Q4F20 Q4F23
GNPA*
l Leadership, Asset quality, Tech and Data
8.4% 4.5%
l Transformation underway Q4F20 Q4F23
MMFSL
l Early wins in large deals

l Succession plan in place
TechM l Margin transformation to commence in F24
* Refers to gross stage 3 delinquent contracts

ESTABLISHING THE GROWTH GEMS

Progress made so far FY20 Valuation¹ ($ Min) FY23
þ 67% market share in 3W EV; IFC investment <100 +630 Mn 734
Unlock þ OTPP investment to accelerate scale-up <200 +90 Mn 290
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þ Robust launch pipeline with 9 launches; 120 +550 Mn 670
4,000+ Crs GDV acquired
þ Customer & inventory adds, curated

230 +430 Mn 660
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customer experience
Growth Gems
Growth þ Integrated logistics play with multiple
E.
200 +120 Mn 320
Mindset acquisitions
Revenue ($ Mn)
þ Pivot to decarbonising of
Mobility and Energy
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þ Retail scale-up across multiple formats 50 +91 Mn 141

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Emerging
þ New launches, distribution scale up 56 +28 Mn 84

Emerging and exports
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1. Closing value as of 31 March for corresponding years; On track to achieve target

2. F20 Valuation based on rough estimate of Jeeto and 3 Wheelers ICE portfolio;
3. Investment by a wholly owned subsidiary of Ontario Teachers’ Pension Plan Board “OTPP”
Note: For FY20: $1 = INR 74.1; For FY23: $1 = INR 81.7
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PAT LENS - HISTORY OF VALUE CREATION WITH ACCELERATING TRAJECTORY

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Through our commitment to Reigniting Value Creation, we successfully steered the Group to reach an ROE of 19.9% in F23.
The PAT at consolidated level has seen a significant growth as can be seen from the following chart.
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PAT* FY2002-2023 (J Cr)

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+75%
10,282
-5%
4,667
^
+43% 3,347
66
FY02 FY14 FY21 FY23
* After Exceptional Items after Non-Controlling Interest | ^ PAT after EI for continuing operations
For more information about our commitment to Reigniting Value Creation, please refer to our Analyst presentation:
https://www.mahindra.com/sites/default/files/2023-05/M-M-Analyst-Meet-2023-Presentations-deck-26 -May-2023.pdf
STRATEGIC OVERVIEW - AFS

In the following section, we cover in more detail how we are pivoting to growth in the
Auto and Farm Sectors.
We closed F23 as India's 4 Largest Passenger Vehicle Company, No.3 SUV maker (by
volume) and No.1 SUV maker (by revenue). We are the country's second Largest
Commercial Vehicle Company, the largest Small Commercial Vehicle Company (<3.5T) and
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also the No.1 CV Exporter. Our share of the total Indian Auto Industry stood at 12.6%.
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Our share
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of the total
Indian Auto
Industry
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stood at
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12.6%.
We remain committed as ever to build the SUV brand reputation for its Authenticity and
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Sophistication. The runaway success of the Scorpio-N and incredible booking pipeline for
all our passenger vehicles are testament to our core pillars of Capability, Performance,
Safety, Technology and Sophistication. We have initiated strong and bold moves to pivot
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growth in the Automotive Sector by:
Customer Obsessed Brands Propel ICE SUVs with Cutting-edge

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Differentiated SUV brand experience, Products Turn-on design, democratise

innovative omni-channel models. technology, class-leading performance,
advanced safety, premiumisation.
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Pioneering a New Era with Category Build CV Moat Higher earnings with
Creating E-SUVs Purpose-built platforms, Maxx Pik-Up range as core proposition
Software defined architecture, Ecosystem and launch new portfolio of pickups.
partnership approach.
Go Global Scale up priority markets by leveraging the new Global PU and Electric SUVs.
Building an Strengthening
SUV Legacy Leadership in LCV
We foresee that our core auto brands will In F23, we retained our No.1 position in
continue to remain in strong momentum, LCV <3.5T segment with 45.5% market
5 mega
aided by the strong booking momentum share for the ninth consecutive year. This
launches with
of new additions like the Scorpio-N, and year, we further solidified our leadership
~292K open
the continuing success of the Bolero Neo position in the light commercial vehicles
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bookings* and the Thar. segment by revamping the entire Pik-Up
range to provide significant value upgrade.
*(as on 1 May, 2023)
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Developing the EV Strategy
In line with our EV vision, we announced Mobility (LMM) is following suit with a
to make investments of INR 10 thousand valuation of INR 6 thousand crores with
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crore over a horizon of 7-8 years through International Finance Corporation (IFC)
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our subsidiaries. These investments investing to further electrification in

shall be for setting up the manufacturing the last mile segment.
facility, development, and production of
We showcased our audacious vision for
our upcoming Electric Vehicles. We
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the future of electric mobility with the

reinforced our vision by setting-up
unveiling of our new state-of-the-art EV
Mahindra Electric Automobile Limited
platform INGLO and five new production
(“MEAL”), valued at USD 9 Billion
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ready e-SUVs under two EV brands

(INR 70 thousand crores) with an
(Mahindra Twin Peak and BE). The EV 3Ws
investment from British International
hit record sales and a dominant market
Investment (BII). In parallel, Last Mile
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leadership position with ~65% share.

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Our constant endeavour is to serve our farmers, revolutionise farming, and in the
process, enrich the lives of farmers. We continued to remain the world's largest tractor
manufacturer by volume in F23. We see an aggressive growth strategy for the farm
sector fuelled by growth in domestic tractor market share, in farm machinery, technology
and quantum jump in global farm businesses.
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With
3,89,531
tractors sold in
domestic market,
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F23 marks our
highest ever
tractor volumes
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sales achieved.
Build a domestic fortress through by

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Significantly grow international
Includes Mahindra, Swaraj
& Gromax brands
consistently growing the market share business with a focus on product

and ensuring industry-best profitability. launches and new market entry.
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Pioneering technology leadership like Scale Farm Machinery exponentially

electrification, automation, IoT devices. in India by building the product portfolio
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and channel expansion.

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Leverage partnerships for FM and global growth, and for technology solutions.
Core Domestic Heavy Rotavator and Supervator also With market

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helped the volumes grow. CODE, the multi- share at

Our two core brands, Mahindra and
Swaraj are well-positioned to strengthen
purpose horticulture farm mechanisation
solution by Swaraj Tractors also grew
41.2%
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our leadership in the domestic market. in F23, we

significantly in F23. We will continue to
Besides rolling out new products and continued to be
launch new implements and farm the domestic
other enablers like financing, digitisation
machinery in the country through our
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and service quality, we are also focussing market leader

Centres of Excellence (CoEs) in Turkey, for the
on better dealer penetration, supply chain
ramp up, ensuring aggressive pricing of
Finland and Japan.
40
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our products, and working with partners Quantum Jump in Global consecutive year.
to strengthen our offerings in the space. Farm Businesses
Growth in Farm Mechanisation In F23, we achieved a record of the
highest ever volume and revenue by
We have aggressive plans to grow our
exporting 18,014 Tractors.
Farm Machinery business, through launch
of 'Made in India' farm machinery products. This growth can be attributed to higher
These include rotary tillers, harvesters, and retails in several markets where we have
rice transplanters amongst others. During distribution operations including the USA,
the year, Mahindra Farm Machinery clocked Brazil, Bangladesh, Australia and various
highest ever revenue with YoY 40% African markets like Mali, Tanzania. We
growth. This growth was driven by record also made significant growth in business
performance in rotary tillers, threshers and through tenders and bulk orders from
Super Seeders. The launch of the new markets like Benin, Kenya, Guyana, etc.
RISKS & OPPORTUNITIES

Our business is exposed to many internal and external risks and consequently, we have
institutionalised robust systems and processes, along with appropriate review mechanisms
to actively identify, monitor, manage and mitigate these risks. Risk factors that emerged in
F22 include global shortage of specific commodities like semi-conductors, supply chain issues
due to localised lockdowns and Russia-Ukraine conflict and increasing commodity prices.
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Key Risks & Risk Mitigation Initiatives
Competitive Intensity New Products and Technologies
l Invest in new product development, l A comprehensive program for
technology upgrades, increasing development of new products and
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channel reach, and focus on delivering technologies that will enable us to
customer centric products, services and remain competitive in the market, cater
E.
build brand with an aim to remain to emerging customer expectations and
competitive in the market. to meet any legislative requirements.
New Emission Norms

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The Company has successfully
transitioned to BS6 phase 2 emission
Environment and Alternate Fuels
l Actively pursuing development of the
Electric Vehicle (EV) market, products,
norms across all its portfolio products and technology.
well in time. In its commitment to
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improve fuel efficiency and reduce the New Regulation for Safety
overall carbon footprint (CAFÉ 2), the l Geared up and confident of meeting
Company has adopted advanced any new regulations introduced.
combustion technologies and right
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product level electrification strategy. Commodity Prices

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l The revised emission norms BS TREM IV l Remain focused on cost reduction

for tractors, implemented from January through measures like VA/VE,
We have set 2023, are applicable to tractors over negotiation with suppliers, long term
price contracting, etc.
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up a dedicated 50HP which is 7-8% of the overall

new plant at industry volumes. We have realigned l Continue to watch the market situation
Pithampur our product portfolio, through the closely and focus on mitigating
launch of new products, along with
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spread over commodity price volatility through

upgrades of existing ones to meet the 'Commodity Risk Management'.
23 acres with
TREM IV norms.
a capacity to Monsoon
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manufacture Capacity l Going into F24, the IMD in its first long
1,200 combine l Have built adequate manufacturing range forecast for the monsoon season
capacity for the immediate future and
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harvesters and predicted SW Monsoon (June to Sept)

3,300 rice are in the process of investing in to be normal at 96% of the LPA.
transplanters additional capacity as part of our mid However, with the concerns of EL Nino,
per year. to long-term strategy. there is possibility of either spatial or
l Launched a new plant at Pithampur temporal distribution disruption.
to manufacture farm equipments like l Nevertheless, given that reservoir levels
rice transplanters, potato planters and in April 2023 were 20% higher than
harvesters. average, and that there has been excess
l Swaraj Division setting up a new rainfall in pre-monsoon months,
manufacturing plant in Mohali to create potential El-Nino impact is not expected
additional capacity. to cause a major disruption.
In addition, there are risks like significant variations in monsoon and depletion in reservoir
levels that we must address on a year-on-year basis.
OPPORTUNITIES & OUTLOOK

Both the Auto and Farm Sectors aim to safeguard and support their positions in the
local market while also striving to expand India's presence globally by means of robust
exports. Meanwhile, our efforts remain dedicated to attaining cost leadership by
emphasising targeted cost optimisation, enhancing productivity, implementing value
engineering, managing the supply chain efficiently, and capitalising on synergies among
different group enterprises.
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AUTOMOTIVE SECTOR FARM EQUIPMENT SECTOR

In F23, the Indian auto industry showed The mid to long-term outlook for the As per the
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double digit growth across all segments. Indian tractor industry is positive. Several Automotive
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Passenger vehicles have reached new initiatives taken by the Government are Mission Plan
highest ever mark with 3.89 million sales driving higher rural incomes. This includes 2026 (AMP
units while commercial vehicles are still higher diversification towards high value 2026), the mid
below F19 levels by 4.5%. crops and agriculture accelerator fund to to long-term
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promote technological advancement in outlook for the

Factors that may significantly impact
agriculture, etc. In addition, increase in
demand for automobiles in F23 are: Indian auto
allocation of Government budgets on
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l Supply shortage of semiconductors industry is

infrastructure and rural development is
in first half of F23 positive.
likely to benefit commercial demand.
l Policies by the Government to boost
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Demand for mechanisation is also

consumption growing as shortage of agricultural labour
l Aggressive Government push for will lead to increase in labour cost. An
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infrastructure-led growth increasing trend of more farmers seeking

technical inputs in agriculture also
l Increase in cost of ownership due to
reflects the growth of progressive
hikes in commodity and fuel prices
farmers.
For detailed information on the risks and opportunities and outlook, please refer to the Management Discussion
and Analysis section, in the Integrated Annual Report 2022-23.
INPUT-OUTPUT MODEL
INPUT
FINANCIAL CAPITAL
Business Model showing Principal Activities
Total Segment Capital Employed (J Cr) 14,832
Gross Debt to Equity Ratio 0.11
Net Capital Expenditure (J Cr) 3,431
Governance
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MANUFACTURED CAPITAL Key Aspects
Number of Plants in India 21 STAKEHOLDER RISKS AND STRATEGY & RESOURCE

Material Cost (J Cr) 64,558 ENGAGEMENT OPPORTUNITIES ALLOCATION
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Key Raw Materials Steel, Iron, Rubber, Glass,
Aluminium, Copper, etc.
E.
INTELLECTUAL CAPITAL
R&D Nodes MRV-led R&D centres, Pininfarina, MANA,

M.A.D.E., MIDS, MAM, Sampo Rosenlew
Patents Applied (nos.) 182

LIN Testing, Proof
Design Registrations Applied (nos.) 102
of Concept and
Patents Granted (nos.) 182
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Finalisations
Design Registrations Granted (nos.) 104
R&D, Design and
Development
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HUMAN CAPITAL
Number of Permanent Employees (nos.) 23,495

Temporary / Casual /
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Contractual Employees (nos.) 38,379

Unionised Permanent Workforce (%) 91
Employee Benefit Expense (J Cr) 3,650
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Permanent Women Employees (nos.) 833 New Features,

Technologies,
Upgrades and
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NATURAL CAPITAL Variants Raw Materials

and Other Input
% of Renewable Electricity 32 Procurement
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Total Energy Consumption (GJ) 24,68,215

3
Total Water Consumption (m ) 20,27,067
SOCIAL & RELATIONSHIP CAPITAL
CSR Investment (J Cr) 92.28

Human Resources | Accounts | Finance & Compliance | IT | Customer Service
ESOP Hours 55,272 Corporate Strategy & Planning | Research & Development | Safety, Health &
Employee Volunteers for 10,587
Various Services (nos.) SUPPORT FUNCTIONS
Key Focus Areas Education, Women Empowerment,
Skill development, Environment, Rural
Development, Health & Sanitation
Note: Patents and Design Registrations are including Mahindra Electric Automobile Limited (MEAL) and the IPs transferred from Mahindra Electric Mobility Limited (MEML) to M&M
OUTPUT
FINANCIAL CAPITAL
Total Operating Revenue (J Cr) 84,960

EBIDTA (J Cr) 10,442
Mission, Vision, Values, Net Profit (before EI) (J Cr) 7,978
Code of Conduct and
Policy Framework Outcomes Dividend from Group Companies (J Cr) 1,607
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MANUFACTURED CAPITAL
Total Automotive Vehicles Sold (nos.) 6,98,456

PERFORMANCE OUTLOOK
Passenger Vehicles (nos.) 3,59,253
Commercial Vehicles (nos.) 2,48,576
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ree-Wheelers (nos.) 58,520
Automotive Exports (nos.) 32,107
E.
Total Tractors Sold (nos.)* 4,07,545
Farm
Equipment
LIN INTELLECTUAL CAPITAL
New Products
Launched
Auto: Scorpio-N, Scorpio Classic, XUV400,
XUV300 TurboSport™, All-new range of the
ar, Bolero Maxx Pik-Up, New Jeeto Plus CNG
CharSau, Zor Grand Electric, CRUZIO range of
Tractors, Buses Farm: Yuvo Tech+ Series, Swaraj 744XT,
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Implements New Heavy Rotavator, Supervator
New iMaXX telematics solution, new state-of-the-art

Manufacturing, EV platform INGLO, leveraging multiple
Assembly and Final Technologies emerging technologies, including EVs, digital-
enabled platforms and HMI with so ware-
Production
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Automotive defined vehicles.

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Vehicles Cumulative Patents 511

ICE, Electric Granted as of F23 (nos.)
HUMAN CAPITAL
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Customers Technology, Permanent Employees Trained (nos.) 22,358

Innovation, Temp / Casual / Contractual 20,467
Employees Trained (nos.)
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Design &
Complaints on Child / Involuntary Labour NIL
Digital Complaints on Discriminatory Employment 9
Solutions (Sexual Harassment Complaints)
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Distribution, and Services

Shipping and NATURAL CAPITAL
Logistics
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GHG Emissions (Scope 1 - tCO2) 58,935

GHG Emissions (Scope 2 - tCO2) 2,02,306
Energy Saved (GJ) 82,921
Water Reused (%) 43
GHG Mitigation (tCO2) 11,716
Environment | Corporate Communications | Marketing & SOCIAL & RELATIONSHIP CAPITAL

Business Development | Business & Environment | CSR
Girls Supported under Nanhi Kali (nos.) 67,658#
Women / Men Trained at 1,04,951$
Mahindra Pride Classrooms (lakh nos.)
* includes Mahindra, Swaraj & Gromax brands Women Farmers Supported 11,111
# (Includes the newly enrolled 14,562 girls in Nanhi Kali a er school programme in F23 + 15,000 under Project Prerna (nos.)
girls trained under Nanhi Kali Life skills & Digital Skill training programme) Total Trees Planted under 1.59
$ (1,03,699 Women and 1,252 Men) Project Hariyali (million nos.)
RISE TO BE
FUTURE READY
C OM
E.
PRODUCT LAUNCHES LIN
Our products transcend mere existence; they embody the very essence of our purpose —
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to ignite the indomitable spirit within people and inspiring them to Rise. Each creation is
a testament to the relentless pursuit of excellence, woven meticulously with the threads
of human ingenuity, unwavering determination and unwavering will.
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XUV4OO SCORPIO CLASSIC

The All-Electric SUV A New Avatar of the
Legendary Scorpio SUV
Our EV game plan is at the core of our
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commitment of achieving carbon To celebrate 20 years of the iconic

neutrality by 2040. In line with this Scorpio, we launched the Scorpio Classic,
commitment, we unveiled the XUV4OO on the new avatar of our legendary SUV.
9 September, 2022 - the eve of World This SUV boasts superior performance –
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EV Day. It is our first EV to feature the powered by an all-aluminium lightweight

twin peaks logo with satin copper finish. GEN-2 mHawk engine, producing a
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whopping 97 kW (132 PS) of power and

The XUV4OO embodies cutting-edge
300 Nm torque. Compared to the
The XUV4OO technology, remarkable features, and
previous model, the engine is 55 kg
exhilarating performance. It provides
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has set new lighter and 14 percent more fuel

ample cabin space, luxurious legroom,
benchmarks for efficient. With its powerful performance
and abundant shoulder space to its
electric SUVs, and iconic design, the Scorpio Classic
occupants. It also delivers an exciting
paving the way embodies the essence of our brand.
driving experience by reaching 0 to 100
for a sustainable kmph in an astonishing 8.3 seconds –
and electrifying making it the fastest accelerating non-
future. luxury Indian-made passenger vehicle. In
addition to performance, the XUV4OO,
with its 39.4 kWh battery pack, also
provides an anxiety-free driving range of
456 km according to Indian driving cycle
standards (MIDC).
XUV3OO TGDi ALL-NEW SCORPIO-N

The Best Gets Turbocharged
M&M launched the highly anticipated the
In October 2022, we expanded the All-new 'Scorpio-N', an SUV engineered
XUV3OO line-up by adding the XUV3OO
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from ground-up to meet the aspirations
TGDi - a new turbo-petrol engine option. of the young and tech-savvy customers.
The Mahindra XUV3OO TGDi is the first Scorpio-N comes with premium interiors,
Mahindra SUV to be powered by an all- advanced features, and the latest
new 1.2 L mStallion TGDi engine that technology, two engine options with Owing to
boasts of unrivalled performance. Taking
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manual and automatic transmissions, competent
off from 0-60 km/h in 5 seconds, the and a 4x4 option.
engineering and
XUV300 TurboSport™ series packs
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Designed at Pininfarina, Italy and Mahindra product
performance of 130PS and 230 Nm –
India Design Studio (MIDS), Mumbai and development
making it the fastest ICE SUV under
engineered by the teams at Mahindra right from the
INR 15 lakhs.
THE ALL-NEW THAR RANGE

The Iconic Becomes
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Research Valley (MRV) near Chennai and
Mahindra North American Technical
Center (MNATC) in USA, and manufactured
at the state-of-the-art world-class facility
outset, the All-
New Scorpio-N
has the lowest
More Accessible CO2 emission in
at Chakan, Pune, the All-New Scorpio-N is
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the segment.
truly a global product.
ZOR GRAND ELECTRIC

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A Game-changer in Last-mile
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Cargo Delivery
Launched in August 2022, the Mahindra

Zor Grand Electric revolutionises the last-
mile delivery and logistics segment. It
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comes with the NEMO connected vehicle

platform for fleet management and better
operational efficiency, as well as an all-
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digital instrument cluster that shows

State of Charge (SoC), range,
speedometer, battery health indicator and
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the tell-tale lights.
Since its launch in 2020, the Mahindra The Mahindra Zor Grand Electric claims
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Thar has captured the imagination of SUV best-in-industry power of 12 kW that

lovers. To make our offering even better, ensures superlative performance, more
this year, we listened to our customers trips, and more earning. It has a range of
and engineered a new range of the Thar more than 100 km per charge and the
with important enhancements. advanced Lithium-ion technology battery
ensures a charging time of less than four
The all-new range includes Rear Wheel hours.
Drive (RWD) variants in two engine
options and enhanced capability in the Soon after the launch, Zor Grand
Four-Wheel Drive (4WD) variants. It was registered 12,000+ bookings through
introduced at an attractive price point of strategic MoUs with leading logistic
INR 9.99 Lakh, making it accessible to a companies like Mahindra Logistics,
wider customer base of SUV buyers. Magenta EV Solutions, MoEVing, EVnow,
Yelo EV, Zyngo and more.
BOLERO MAXX PIK-UP

The Future of Pickups
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E.
To further consolidate our position as a leader in the Light Commercial Vehicle (LCV)
(2-to-3.5-ton) category, we launched all new Bolero MaXX Pik-Up. This rugged and
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powerful vehicle is designed to conquer the cities and tackle heavy loads effortlessly.
With a payload capacity of 1,300 Kg and the widest cargo in the category at 1,700 mm,
the Bolero Maxx Pik-Up ensures superior hauling capabilities. Equipped with a trusted
m2Di engine, it offers an exceptional mileage of 17.2 km/l, best-in-class torque of
195Nm, and 48.5kW (65 hp) power.
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Bolero Maxx Pik-Up also offers first in class features like Height adjustable driver
seat for better comfort and Turn safe light for more safety for drivers. The Bolero Maxx
Pik-up boasts of the advanced iMaXX telematics solution, enabling effective vehicle
management and maximizing business productivity.
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JEETO PLUS CNG CHARSAU SWARAJ 744XT

The New Game-changer CV Unrivalled Power,
Outstanding Performance
We understand the growing challenges of
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the transport business and constantly In July 2022, Swaraj Tractors launched
strive to provide suitable solutions in line the 744 XT, in the 50 HP category in
with the evolving demands of our Nepal. This tractor features one of the
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customers. Jeeto Plus CNG CharSau is biggest engines in its category, with
designed to provide unmatched efficiency 3,478 cc displacement, that delivers
and cost-effectiveness for urban maximum performance in agri and
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transportation needs. It boasts of haulage applications.

unmatched range of up to 400 km (hence
The 744 XT comes standard with a
the name CharSau which means 400 in
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constant mesh transmission, Multispeed

Hindi) with best-in-class mileage of 35.1
forward and reverse PTO, Dual clutch,
km/kg. It also offers excellent
Oil immersed disc brakes, Power steering
manoeuvrability owing to a small turning
and offers high ground clearance with
circle radius of 4.3 metre offering ease of
bigger front tyres. With directional control
navigation across narrow and crowded
valve and best-in-class lift capacity of
city roads. When combined with its
1,700 kgs, the 744 XT can handle heavy
industry-leading load carrying capacity of
implements with ease and precision.
650kg, the New Jeeto Plus CNG CharSau
is ideally positioned to boost profitability
and deliver improved prosperity to the
customers.
YUVO TECH+ SERIES

The Advanced, Versatile Farm Machines
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E.
Expanding the popular Yuvo Tech+ range, in F23, we launched six new models in the
37 – 50 HP (27.6 – 36.7 kW) power band. The new launches include the 275 Yuvo Tech+,
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405 Yuvo Tech+ and 415 Yuvo Tech+ with the 3-cylinder m-ZIP engine, and the 475 Yuvo
Tech+, 575 Yuvo Tech+ and 585 Yuvo Tech+ with the 4 Cylinder ELS engine. They come
with key features such as 4-wheel drive, Dual Clutch, SLIPTO, Auxiliary Valve and 2-speed
PTO which making it suitable for more than 30 agri applications.
Mahindra Yuvo Tech+ is designed and developed at Mahindra's Research Valley (MRV) in
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Chennai with world-class standards. The new tractors are powered by Mahindra Tractors'
new m-ZIP 3-cylinder and ELS 4-cylinder engines, delivering best-in-class power, torque
and mileage.
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TREM IV TRACTORS KRISH-E SMART KIT

Digitising the Indian Farms
An industry first aftermarket IoT solution,

the Krish-e Smart Kit presents the
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smartest, most affordable and sustainable

way for farmers and businesses to
connect and monitor their farm
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equipment on the go.
The Kit provides equipment owners with

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detailed insights of their tractors and

farm equipment of any brand, through
GPS enabled time tracking and remote
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monitoring of various parameters from

the comfort of a smart phone. This
enables equipment owners and rental
entrepreneurs to improve fleet
performance, increase incomes and
manage maintenance costs, while
reducing tractor downtime and preventing
unauthorised usage of their tractors.
DIGITAL CAPABILITIES
In F23, we built upon the strong This strategic move has enabled us to
momentum we had in F22 and took create synergy across the entire Group.
our efforts to the next level. Our primary By centralizing our services and
aim has been to ensure that we are capabilities, we have eliminated repetitive
future-ready in all aspects of digital work and fragmented negotiations among
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and technology. various group companies. As a result, our
Group Companies now have more time
To achieve this, we have standardised
and resources to develop futuristic
our processes and established central
strategies and enhance their customer-
technology capabilities, supported by
centric approach.
expert teams.
C
E.
Digital
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M&M
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Our primary
aim has been
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to ensure that
we are future-
ready in all BUILDING BUILDING LEVERAGING
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aspects of digital EXEMPLARY INSTITUTIONAL POWER OF

CUSTOMER & CAPABILITIES DATA &
and technology.
EMPLOYEE FOR THE PLATFORMS
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EXPERIENCES FUTURE
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CYBERSECURITY EXPERIMENTING
& DATA PRIVACY WITH EMERGING
TECHNOLOGIES
BUILDING EXEMPLARY
CUSTOMER AND EMPLOYEE
EXPERIENCES
Scorpio-N Portal MTIS - Mahindra Technical

Information System
A completely new, asynchronous, cloud
based, scalable and modular portal to A cloud-based platform for
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manage Scorpio-N's record-breaking international dealership queries.
booking. Being used by 1,200+ service
technicians across 80+ countries.
Our first focus
Krish-e Smart Kit area is the
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digitisation of
An innovative solution for improving
customer and
E.
fleet performance and tractor
employee
management, Krish-e has over 25,000
journeys. The
active subscribers, 85% DAUs (daily
second focus
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active users), spending about 55
minutes per day on the app.
Edcast
area is the use of
AI and Machine
Learning. And
Project Anubhav third, is adopting
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The digital Learning Experience the cloud for
Enhances employee experience
Platform has been rolled out to 21K agility and
with mobile apps, AI/chatbots, and
users within Mahindra Group to M&M,
streamlined processes. innovation.
Bristlecone, MFCWL and Mahindra
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Finance.
XUV4OOverse
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The XUV4OO on the Metaverse provides Freshservice platform

unique experiences such as Virtual Mohit Kapoor
To improve employee experience and
Brand Showroom, avatar customisation, Chief Technology Officer
making our ITSM processes more
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hyper-realistic 3D car configurator and Mahindra Group

robust, we moved from traditional BMC
virtual test-drive.
platform to a more user-friendly and
advanced Freshservice platform.
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Agile CRM platform (Cerebro)

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It has enhanced sales processes for

dealerships and unified user experience.
It was rolled out pan India across 439
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dealerships with a view to make dealer

sales processes more efficient, user
friendly and collaborative.
Product Review Centre (PRC)

The Centre has been established at
Mahindra Research Valley to facilitate
high-resolution engineering reviews for
better alignment and quality.
BUILDING INSTITUTIONAL
CAPABILITIES FOR THE
FUTURE
Aarohan Initiative been cascaded to the sales team at

It is a cloud transformation initiative showrooms across multiple states.
implemented with a vision to transform, l The Data science team is leveraging
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modernise customer to core footprint generative language transformer
and become future-ready together as a models for enhancing the efficiency
Group. It has improved execution speed, of data innovation and creating
developer efficiency and carbon offset. product offerings around it.
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Cloud Centre of
Excellence (CCoE) Mahindra Platform as
E.
Service (mPaaS)
The Centre has been established
to oversee and support the mPaaS (Mahindra Platform as a
implementation of the organisation- service), a multi-cloud platform, allows
Digital
First
wide cloud strategy.
O ce of Enterprise
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quickly using cloud resources from
GCP, Azure, and AWS. It is streamlining
M&M Architecture (OEA) infrastructure provisioning with over
10 major automations, improving
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Part of Mahindra Digital Engine, it is developer efficiency by automating
institutionalising architectural discipline and securing infrastructure provisioning
and governance for Mahindra Group. and ensuring cost transparency and
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compliance with security policies.

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LEVERAGING POWER Data Engineering as

OF DATA & PLATFORMS a Service (DaaS)
Data Science To democratise data for business users

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and to assist them in better decision

l Mahindra Digital Engine (MDE) making (DaaS) has been built. It enables
partnered with EV NEMO team to business users to quickly bring their
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enable delivery of strategic as well data from various sources to a single

as tactical analytics to different place where they can classify, clean,
stakeholders across various group encrypt and catalogue their data.
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Mahindra companies and functions.

Intelligent
l State Of Health (SOH) Analysis
Document
utilises data across vehicles to
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Indexing (MIDI)
improve the product performance
Engine, developed CYBERSECURITY
while reducing the irreversible & DATA PRIVACY
in-house, utilises damage of the battery, further
deep learning, improving the customer experience. Cloud Security
computer vision
l Data Community, a collaborative Implemented Prisma cloud security
and analytics
platform for data enthusiast, across all 3 hyperscalers (GCP, MS
to automate the decision makers, data scientists and Azure and AWS) that we currently
process of business users, has been launched to utilise. This gives us clear visibility of
documents establish a data-driven decision- security threat and misconfiguration
processing making culture. covering cloud workload protection,
across different cloud Identity security, infrastructure
l Data driven marketing pitches with
businesses. facts and selling points of the EV as code scanning, etc.
offerings in local languages have
DevSecOps Digital Human Project

We adopted DevSecOps platform to To test the power of AI, the team at
improve the end-to-end code quality Mahindra Digital Engine along with our
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security from the development stage development partner Uneeq created a
to production deployment. digital human - a digital avatar of
Mr. Anand Mahindra. The Digital Human
NAC (Network Access Control) uses artificial intelligence and natural
language processing to synthesise
NAC has been implemented to improve
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answers to questions that one may
the overall enterprise network infra
have on our Rise philosophy, Leadership
visibility and access management
E.
and Sustainability.
through policy enforcement on
authorised devices and users. Following a successful soft launch and
with testing underway, Mahindra Digital
IT-OT Segregation
Segregation of OT network from IT
network is recommended, for better
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Engine is planned for launch across the
Mahindra Group in the near future.
Paint Defect Inspection

visibility, security of IT layer and to using computer vision
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enable 3 party vendor to access OT
devices securely when required. A Next Generation Paint Defect
Inspection system has been employed. It
uses Artificial Intelligence, Edge
DDoS (Distributed Denial
I
Computing and Computer Vision to

of Service) Protection
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identify Paint Defects in just 20 seconds

To secure the enterprise network from with more than 95% accuracy, resulting
malicious attacks and avoid down-time in better quality, fewer complaints and
of critical business operations, cloud more satisfied customers.
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based Anti-DDOS mitigation services

have been implemented for data Smart Engine testing using AI
centres. This helps filter out malicious
A SMART machine learning model was
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traffic before it impacts the network

built and deployed across various plants
and servers.
to bring down hot firing and load
testing to 10% and leading to savings
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of around INR 200 per engine.

EXPERIMENTING
WITH EMERGING Digital manufacturing
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TECHNOLOGIES
Extensive use of digital manufacturing
technologies such as simulations,
Drone-based vehicle
analytics, 3D factory and collaboration
inventory management
to design and setup world class facilities
We have deployed a drone-based and deliver best in class products.
solution that accurately geotags
vehicles in the yard against their Manufacturing NEXT
unique identification numbers, thereby
A programme institutionalised to expedite
enabling accurate vehicle tracking,
our digital transformation efforts and
quick navigation and saving significant
become a technology leader leveraging
time and efforts of drivers.
advanced analytics and automation to
deliver exponential impact.
RISE FOR A MORE

EQUAL WORLD
ESG LEADERSHIP
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At Mahindra, we prioritise the long-term sustainability of our business and understand
that strong and consistent ESG performance is critical to achieving that goal. Through
our sustained focus on Environmental, Social, and Governance factors, we are working to
ensure that our business activities contribute to a positive impact.
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By bringing together nation-building and future-facing industries and communities, we are
co-creating a positive world where each one of us enables the other to Rise. This approach
E.
aligns perfectly with our philosophy of #TogetherWeRise, where collaboration and shared
values drive us towards a common goal of a better world.
OUR TEN COMMITMENTS LIN

We aim to set the gold standard in ESG, with our promise to achieve social change
and maintain financial balance. Our 10 commitments towards ESG will serve as the
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foundation for our growth.
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By bringing
together
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nation-building
& future-facing
industries and
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communities,
we are
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co-creating a
positive world
where each one
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of us enables
the other to
Rise.
For achieving these commitments, we aim to be Planet Positive, People Positive and
Trust Positive.
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PLANET POSITIVE Over the years, the consistency of our
Environment efforts and the scale of impacts they
create, have helped us gain a leadership
Our pledge to conserving natural
role on numerous global platforms:
resources, reducing pollution, protecting
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biodiversity and sustaining the l In January 2023, Mahindra & Mahindra
environment for future generations was included in the World Index list of
E.
remains strong as ever. Through companies in the Dow Jones
pioneering initiatives like electric vehicles Sustainability Index (DJSI) for the
and a Group-wide commitment to become second consecutive year. Out of the six
carbon neutral by 2040, we are pushing
the boundaries of what is possible and
leading the way towards a more
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Indian companies featured in the World
Index, two were Mahindra Group
companies – M&M and Tech Mahindra.
For us, ESG
leadership does
sustainable future. M&M is one of the nine companies not just stem
globally from the 'Auto & Component' from applauds
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PEOPLE POSITIVE Sector in the World Index. and recognitions.
Social l Dr Anish Shah, MD and CEO, has been
It manifests from
nominated as Co-Chair for the World recognising the
We are committed to making a positive
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Economic Forum (WEF)'s India Edition symbiotic

impact on the world around us – both
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of CEO Climate Leaders. It serves as a relationship of

within and beyond our factories and
offices. We believe in creating and high-level platform for business leaders Environmental,
maintaining a diverse, inclusive, vibrant, to support concrete plans and ideas to Social and
and meritocratic work environment that step up India's climate action and Governance
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empowers and motivates our employees green transition efforts. factors.

to do their best work. Our CSR policy For us, ESG leadership does not just
focusses on empowering girls and women stem from applauds and recognitions. It
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through social investments, and our manifests from recognising the symbiotic
massive tree plantation initiative is just relationship of Environmental, Social, and
one of the ways we are working to Governance factors and leveraging them
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preserve the planet for future generations. to create long-term value for the
organisation, its stakeholders, and society.
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TRUST POSITIVE In the next few sections, we will cover in

Governance detail how our ESG performance is driving
We have built our success on a foundation growth at Mahindra.
of strong, balanced, and sustainable
growth for all our stakeholders, and we
are committed to upholding the highest
standards of governance every step of
the way. By embracing a culture of
transparency, accountability, integrity
and responsibility, we are able to build
trust with our stakeholders and earn
our reputation as a Company that is
committed to doing things the right way.
ENVIRONMENT
C OM
E.
LIN
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Climate change is increasingly wreaking havoc to the natural, economic and social
systems in unprecedented ways. Unfortunately, the poor and the marginalised bear the
greater brunt of this crisis as it affects their livelihood, their habitat and access to
necessities like water, food and education. At Mahindra, we believe that to beat climate
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change, we must Rise for a more equal world. To achieve this, we have adopted a 'Planet
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M&M became Positive' approach in everything we do. For what is good for the world is good for
the first Indian business too.
Automobile
Company to Our Planet Positive approach involves We were the first Company globally
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reducing carbon emissions, replenishing to commit to doubling its energy

enter the World
water sources, enriching biodiversity, productivity through the EP100 initiative.
Index of DJSI
and creating carbon sinks. It also We are committed to having all our
for the 2nd
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encompasses improving the livelihoods locations certified as 'Zero Waste to

consecutive year. of communities and employees, creating Landfill' by 2030.
It is one of the value for stakeholders, reducing ESG risks
Under our 'Project Hariyali', we will plant
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nine companies and realising opportunities.

five million trees every year by F26, with
globally in the
Since inception, we have prioritised more than 22 million trees already
'auto and
sustainability in our business practices, planted. We aspire to lead environmental,
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components'
and over the years, through our efforts social and governance (ESG) performance
sector of the
in environmental sustainability, we have parameters globally through such
World Index. established ourselves as a globally sustained and focussed programmes.
recognised, responsible Company.
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With a goal of becoming Planet For the last 15 years, we have been
Positive by 2040, we are committed disclosing information to all stakeholders
to leading the way towards a in a transparent manner through our
sustainable future for all and aim Sustainability Report based on the GRI
to achieve the following goals: framework. Since F22, our sustainability
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report also aligns with
Carbon Neutral by 2040 l Government of India's National
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Committed to Guidelines on Responsible Business We have adopted
Science Based Conduct (NGRBC) a 'Planet Positive'
Targets approach in
l
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Task Force on Climate-related
Financial Disclosures (TCFD)
recommendations
everything we do.
For what is good
for the world is
1 % Renewable l WEF's Stakeholder Capitalism Metrics good for business
Electrical Energy
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too.
5 % by 2 25 l United Nations' Sustainable
(Internal Target) Development Goals (SDGs)
We have also been publishing the Annual

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Integrated Report based on International

1 % Improvement in Integrated Reporting Council (IIRC)
Energy Productivity Framework since last four years. The IIRC
6 % by 2 26 framework emphasises the importance of
natural capital as a critical component of
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sustainable business practices. We

conserve, protect and improve Natural
Capital through the 3Cs approach:
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Zero Waste to Landfill

100% Identified Sites
Conservation of
ZWL Certified 1 Natural Resources
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by 2 3
Continuous Improvement
2 towards Rejuvenation
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Project Hariyali
Plant 5 million Comprehensive
trees/year by 2 26 3 Disclosures
A cohesive framework, well-structured REDUCTION OF

processes and focused interventions are GREENHOUSE
the foundation of our environmental
management approach. We have launched
GASES (GHG)
several key initiatives, including increasing
Every ton of reduction in GHG takes us
the share of alternative energy sources in
closer to our target of becoming carbon
our operations, decarbonising the
neutral. The reduction in GHG also brings
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industry and rejuvenating the planet.
down our carbon footprint, improves
employee and public safety, and reduces
KEY MATERIALITY ISSUES pollution.
Apart from being an important tool to
Key initiatives to
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meet the expectations of the
stakeholders, materiality helps shape our reduce GHG emissions
sustainability strategy, analyse risk
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factors and upgrade the business process
Green Portfolio
for future opportunities. While we review Mahindra Group has built several
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our materiality issues annually to identify
new topics, the materiality assessment is
conducted every three years when we
reset our roadmap.
businesses with green products and
services. The Green Portfolio includes
initiatives such as renewable energy,
auto recycling, green buildings,
micro-irrigation and electric vehicles.
We have been Internal and external stakeholders,
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consistently including top management, employees,
Carbon Pricing
working to suppliers, dealers, customers, investors
reduce GHG and the community were identified and At Mahindra, we have established an
engaged during the review process. Based internal carbon pricing mechanism. It
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emissions by
on these interactions and benchmarking serves multiple purposes: generating
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increasing energy
with industry peers, the material issues funds to support low carbon projects,
efficiency and
were identified. This intense process of aiding informed decision-making by
reducing
mapping, prioritisation, preparation and our management when investing in
dependence on eco-friendly initiatives, achieving our
validation lead to the final materiality
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non-renewable matrix. emission reduction targets, and aligning

sources of energy. our operations and investments with the
Our key material environment issues are:
transition towards a low carbon economy.
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We have implemented a carbon price of

$10 per ton of CO2 emitted and have been
Carbon
investing in innovative technologies and
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Emission processes to enhance energy efficiency.

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Water
Security
Waste to
Wealth
These core issues were given due

importance while formulating the
sustainability strategy. Some of the
highlights of our sustainability initiatives
are mentioned in this section.
Science-based Targets (SBT) Key renewable energy

initiatives
Harnessing the Solar Power

Multiple M&M Units
We have set up a Special Purpose Vehicle
(SPV) between Solar Developer – ReNew
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Power and various Mahindra units (the
power consumers). The SPV, in which
Mahindra has a 30% stake, owns and
maintains a 60MWp solar power project In F23, Automotive
spread across 150 acres at Parbhani, Sector achieved
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Maharashtra, under a group captive model
for M&M Maharashtra's power
43.6%
and Farm Equipment
E.
requirement.
Sector achieved
As a Company operating in the
manufacturing and agricultural sectors,
As a result of this project, 79,000 tCO₂
emissions are avoided each year, which is 23%
Mahindra's operations are highly
vulnerable to climate change and
unpredictable weather events
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approximately 34% of FY22 Scope 2
emissions. This is equivalent to nurturing
around 2 million trees or powering
reduction in Scope 1+2
emissions with F19 as
the base year.
necessitating resilience planning. 20,650 Indian houses for a year.
Mahindra is highly dependent on seasonal
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monsoon, rising energy costs, restricted
access to raw materials like water as well
as changing consumer preferences.
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l In line with the Science-based target

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initiative (SBTi), we have committed to

reducing Scope 1 and Scope 2 GHG
emissions by 47% per equivalent
product unit and Scope 3 GHG
.C
emissions by 30% per sold product unit

by 2033 from a 2018 base year.
We have also identified a non-renewable

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energy consumption reduction target of

4.1% y-o-y for the next 15 years. This
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target is in line with our SBT emission

reduction roadmap. Scaling New Heights
with Solar FD, Rudrapur
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Renewable Energy
The contribution of a 248 KWp solar plant In F23, M&M's
Accelerating the energy transition is a key (commissioned in F19) to the total power renewable electricity
factor in increasing our ambition to reach consumption at the Rudrapur Tractor consumption stood at
32%
carbon neutrality and contribute to Plant was only 5%. The team at Rudrapur
counteracting the climate crisis. At plant installed and commissioned a 760
Mahindra, we are rapidly moving from KWp rooftop solar plant to increase the
hydrocarbons to including more contribution of solar power.
affordable and non-polluting energy
The project, commissioned in only 50 days
sources in our mix, including solar and
with zero safety incidents, raised the
wind. Our renewable electricity reached to
percentage contribution of solar energy
32% in F23 compared to 12% in F22.
to the energy mix at Rudrapur from 5%
to 20%, and reduced GHG emission by
900 TCO₂ annually.
CONSERVATION OF ENERGY
Energy conservation helps us gain more control over the energy costs, reduces the
demand for Earth's natural resources, and contributes to our effort to reach the carbon
neutrality target. It drives improvements in operation and enhances process reliability
that leads to reduced downtime or shutdowns.
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Environmental KPIs F22 F23
Total Energy Consumption (GJ) 21,22,034 24,68,215
Total Water Consumption (m³) 16,03,486 20,27,067
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GHG Emissions (Scope 1) (tCO₂) 55,451 58,935
GHG Emissions (Scope 2) 2,33,939 2,02,306
E.
Note: Due to increase in production, energy consumption, water consumption and Scope 1 emissions are higher
in F23. However, because of adoption of renewable energy Scope 2 emissions has reduced significantly.
ENHANCING ENERGY
PRODUCTIVITY
LIN In F23, the sectors progressed on their
carbon neutrality targets. Here is one of
the many energy efficiency measures
Apart from energy savings, energy
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undertaken during the reporting period.
productivity increases operational
82,921 GJ productivity which in turn improves Heat Recovery to reduce
energy was saved overall performance. This results in PNG Consumption and
through sustained enhanced production and capacity
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CO₂ Emissions Swaraj Plant 2

energy saving
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utilisation, reduced resource use and

initiatives in F23. pollution, and lower operation and Swaraj Plant 2 was using PNG operated
maintenance costs. Therefore, at burners and hot water generators to
Mahindra, we continue to monitor achieve the required pre-treatment
energy productivity (EP) by coming up process temperature for chassis
.C
with energy efficiency initiatives. production, leading to high PNG

consumption. A heat recovery unit was
We follow a holistic approach to
installed in the air compressors to
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consistently enhance energy productivity.

recover and reutilise waste heat from
We record energy productivity data
the hot water rinse, knock-off degrease,
separately for AS (Automotive Sector)
and degreasing stages of the chassis
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and FES (Farm Equipment Sector).

pre-treatment zone.
Following is the EP data trend w.r.t.
The heat recovery units resulted:
baseline year (2008-09)
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l 23.3% reduction in PNG consumption

of the hot water generator
94%
87%
l 31.68 Lac Kcal/Day reduction in

environment heat load
61%
60%
59%
512.4 Tons/Year decrease in CO₂

55%
emissions
F21 F22 F23 F21 F22 F23
AS FES
WATER REDUCTION
CONSERVATION OF WASTE
Extreme weather events are making water
GENERATED
scarcer. Any imbalance between the
demand and supply of water disturbs the
The most effective way to reduce waste
is to eliminate it by design during the
43%
natural, social and financial ecosystems. of water recycled
production process. We reduce our
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Hence, water conservation is essential not and reused in F23.
material consumption by leveraging
just to mitigate business risks but also technology and innovation to adopt better
societal risks. We follow a holistic approach Water recharge
processes and improve efficiencies. At increased from
towards conservation of water to maintain Mahindra, we are working towards a 0.85 million m³
a balance between the water requirement circular economy that focuses on in F22 to
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of operations and community. This includes
optimising consumption, recycling as much
maximising the value of products and
materials across the entire lifecycle. 1.42
E.
water as possible, and capturing and Instead of discarding products after usage, million m³ in F23.
recapturing to rejuvenate the water we look for ways to reuse, repurpose or
sources. Here is just one of the many recycle it. Here is just one of the many
water conservation initiatives undertaken
by us:
Incremental efforts to
by us:
Eco-friendly Aesthetics
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waste management initiatives undertaken
water positivity AS Kandivali and Quality

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CoE, Materials Technology
Modern car customers demand
aesthetics, durability, quality, to go hand-
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in-hand with environmental sustainability.

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To cater to these demands, our Centre of

Excellence for Materials Technology is
always seeking innovative solutions.
Some of these include:
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l Low Solvent Grade Paint technology

with 3C1B high solid paint that meets
stringent paint specification and remain
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'As Good As New' in the field even after

AS Kandivali plant had 54% dependency 5 years of service. Use of high solid 63%
paint results in Total VOC reduction of of M&M's waste
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on borewell water, impacting groundwater

table due to restricted municipal water 2,272 g/litre per vehicle, 31% reduction was diverted from
in material consumption and CO₂ landfills in F23.
supply in the bustling suburb of Mumbai.
reduction of 11 kg/Vehicle
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To address this, a decentralised rainwater

harvesting model was adopted, collecting l Increasing the material efficiency of
run-off rainwater in holding arrangement, underbody coating through alternate
filtering through first-stage aggregates, materials that are lighter in weight but
sand and percolating into deep aquifer to provide higher chipping resistance. This
mitigate 1,00,000+ KL of borewell water. resulted in Material consumption
AS Kandivali achieved water positivity by reduction of almost 40%.
navigating a decade-long path to water l Eco-friendly material and process
conservation, reducing dependency on enhancement for Cathodic Electro
borewell water, enhancing water security Deposition (CED) coating. This improves
for future growth, and conserving natural corrosion performance while reducing
resources. thickness that results in almost 20%
material consumption reduction.
PROMOTION OF BIODIVERSITY
Biodiversity is at the heart of limiting emissions, sustaining life and thereby sustaining
business. The terrestrial and aquatic ecosystems of our planet act as natural carbon
sinks, with the biodiversity within them absorbing large amounts of greenhouse gas
emissions. The preservation of biodiversity is a crucial step in being Planet Positive.
C OM
E.
LIN
I TA
AP
In F23,
Mahindra Group
planted
.C
2.21 million
trees across India.
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Mahindra is committed to preserving biodiversity and had been taking up some major
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initiatives to preserve biodiversity.
l Mahindra Hariyali is a key initiative l As part of our biodiversity policy, we

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to increase the green cover in our collaborate with IUCN (International

ecosystem. It is a part of the Group's Union for Conservation of Nature) and
efforts to create a sustainable future IBBI (The India Business and Biodiversity
and to enrich the lives of the Initiative) and undertake biodiversity
communities in which it serves. assessments.
PEOPLE
M&M has a
workforce of
61,874
permanent and
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non-permanent
employees
91%
of the permanent
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workforce is unionised.
E.
The world is witnessing a transformative era where the business landscape is evolving
LIN
rapidly. At Mahindra, we believe that agility and responsiveness to change are crucial for
success. However, we also recognise that in this new world, our customers want more
than just a profit-oriented approach. They expect brands to care about issues that
matter and stand for something meaningful. That is why, at Mahindra, we are committed
to rise for a more equal world.
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At the heart of this commitment are our THE MAHINDRA

people - our employees, who are our EMPLOYEE VALUE
brand ambassadors. They bring vitality,
I
PROPOSITION
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dynamism, energy and innovative ideas

to work every day. They are the driving
At Mahindra, we enable and sustain an
force behind our success, helping us
empowering work culture where our
realise our aspirations in this new era.
employees learn and lead. Our employee
.C
To achieve our goals, we prioritise the value proposition 'CAPable people – REAL
well-being and development of our experience' underpins effective employee
employees. We provide them with a sense strategies that enable transformation and
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of purpose, invest in their professional accelerate inclusive growth to drive the

growth, and prioritise their health and momentum towards collaborative success.
safety.
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E N A B L I N G T R A N S FO R M AT I O N
We celebrate innovation and out-of-the-
box thinking and support well-reasoned
C A P
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risk-taking. In doing so, we recognise that

our employees are also our partners in
Challenge Bring Drive Positive
our journey towards a more equal world. Conventions Alternative Change in the Lives
inking to of Our Customers
the Workplace & Communities
E N S U R I N G G ROW T H
R E AL
Recognition for Empowering Abundant Learning

Outperformance Environment Opportunities
Engagement level. ESG Performance

A GREAT PLACE Index consists of intermediate targets
TO WORK UNDER on our ambition to lead ESG globally.
MULTIPLE We also have an Employee Stock Option
DIMENSIONS Program (ESOP) for senior executives
of the Company, which ensures the
alignment of interests between the
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shareholders and employees.
TALENT
MANAGEMENT AND
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LEADERSHIP
E.
DEVELOPMENT
Our talent management process focuses
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Mahindra & Mahindra's Automotive
& Farm Equipment Sector is a
Great Place to Work - Certified™
on building succession strength, creating
development journeys and learning
interventions to attract, retain and
develop top talent across the Group.
organisation and has been recognised
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among India's Best Companies to At the Group level, this process is
Work For 2022 - Rank 24. It excels on anchored through 'People Conversations'
Mahindra's Making
the five dimensions of a High-Trust, to provide an overview of talent across
Sustainability Personal
High-Performance Culture™ – the Group and enable talent movements
(MSP) initiative aims
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Credibility, Respect, Fairness, across sectors basis individual strengths

to make sustainability
AP
second nature for Pride and Camaraderie. and aspirations. Each sector anchors
employees so that talent management and talent
they contribute to a development through the respective
sustainable future even Sector Talent Councils.
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beyond the work. Under

this initiative, various PERFORMANCE FUNCTIONAL TALENT
workshops, quizzes ACCELERATORS
ORIENTED
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and celebrations were

conducted throughout REMUNERATION In our quest to build a healthy pipeline of
the year, in which technical talent in Product Development
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more than We believe our compensation and and associated areas, we set up the
11,673 remuneration policy is well aligned to

encourage meritocracy as well as ESG
Mahindra Research Valley (MRV), which
serves as a crucible for innovation and
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employees participated. actions. Our compensation structures are technology for the Auto and Farm
designed to shape employee's behaviour Divisions.
to deliver in a high-performance culture.
Through MRV's unique concept of 'Tech
All officers across the organisation have
Ladder', we identify and cultivate
part of their compensation apportioned
technical talent by working on
as variable pay (performance pay) payable
performance management, talent
based on individual as well as business/
management and capability building. The
organisational goals. The percentage of
Tech Ladder framework successfully
the variable component increases with
caters to more than 2,000 engineers,
increasing hierarchy levels.
covering multiple Centres of Excellence
The parameters used include Return (CoE) and project functions across
on Equity (ROE), EPS growth, ESG Automotive and Farm Divisions.
performance index and Employee
MAHINDRA LEADERSHIP UNIVERSITY

In F22, we re-defined out operating model to become a Centre of Excellence for In F23,
leadership development. In F23, Mahindra Leadership University (MLU) delivered the MLU conducted
on this mandate through multiple programs across a range of critical areas:
31 programmes
that saw
764 learners
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benefit over
20,752
learning-hours.
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E.
Mahindra Accelerated Future Shapers
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Leadership Track (MALT)
We kicked off the Mahindra Future
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We have partnered with Carnegie Mellon Shapers programme with the intent to
University to develop an industry-leading identify our next generation leadership
accelerator programme called MALT. This pipeline and strengthen their capabilities.
track seeks to identify mid-career high-
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The programme is being delivered

potential talent from within the diverse
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through our long-term strategic tie-up

Mahindra businesses annually. The first
with Harvard University and leading
batch of 33 associates graduated in
consulting firms. The first batch of Future
January 2023, and the second batch of
Shapers will graduate in Q1 of F24.
42 associates started their year-long
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journey in January 2023.

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Development Programmes
The Future HR Leaders Programme that seeks to identify the next generation of HR CXOs,
successfully concluded in F23, while the Emerging Finance Leaders Programme (EFLP) was
kicked off in the last quarter of F23. The EFLP, delivered in partnership with a leading
leadership consulting firm and Indian Institute of Management, Ahmedabad, will continue
to run over the course of F24.
For more information and highlights about MLU academies, please refer to the Management Discussion and Analysis
section of this Report.
DIGITAL LEARNING DIVERSITY

INITIATIVES AND INCLUSION
From F22 onwards, our focus has been to
bring world-class digital learning content
to our employees across all management
grades. Here are some ways in which we
are enabling rise through digital connect.
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In a short period of l Strategic partnerships with key content
time, our e-learning partners such as Udemy, HMM Spark etc.
platforms have seen
l EdCast by Cornerstone, a learning
approximately
experience platform for employees
90%
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across a number of our Group
adoption rate and companies.
E.
At Mahindra, we prioritise Diversity and
more than
Digital Learning World: A new cutting- Inclusion (D&I) in our workplace and strive
1 million
l
edge learning management system that to provide equal opportunities to all

items of learning
consumed.
LIN
offers diverse learning experience via
online macro learning, live virtual
trainings, and classroom training.
individuals. Our policies ensure that no
discrimination occurs based on gender
or disability regarding employment,
promotion, termination or other related
issues.
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To enforce our commitment to D&I, the
Group Diversity Council has implemented
a metrics-driven scorecard with a strong
emphasis on gender diversity. We also
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grant flexibility to our Group Companies

regarding other aspects of D&I.
As part of our Equal Opportunity Policy,

we equip our new recruits with the
.C
necessary training to perform their job

l Rise@Work, an intranet portal to help functions efficiently. Our training
employees connect, collaborate and programmes include the 'Speak Up'
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co-create. This portal injects the spirit campaign for awareness about Prevention
of Rise through digital disruption. of Sexual Harassment (POSH) and
ChatBot is a tool backed by AI that refresher modules provided by our Ethics
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conducts a conversation with employees Counsellors.

and presents ready solutions to their
With a well- queries. ENABLING POLICIES
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structured Our HR policies have been reviewed,

framework, revised and framed keeping employees
MAHINDRA SKILL
we ensure
EXCELLENCE at the core:
harmonious
The Mahindra Skill Excellence is an Employee Benefits include professional
implementation
internal platform that aims at holistic skill and medical allowance, education
of policies assistance, mobile reimbursement,
enhancement programme for the shop
through a option of sabbatical etc.
floor associates. Over the years it has
central HR
matured and in the current year 2,967 Work Conditions cover flexible working
Council.
associates have participated from across hours policy, work from home
all its manufacturing units. arrangements and part time work
options etc.
Family Benefits We have introduced TRANSFORMATIONAL

policies to support better family life. WORK CULTURE
These policies include women travel
safety policy, maternity support policy, The Transformational Work Culture
childcare facilities or contributions initiative aims to create an engaged
includes Company-provided creche or workforce with an innovative, productive
reimbursement for the facility, breast- and a competitive shop-floor ecosystem.
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feeding/lactation facilities or benefits, Some of the initiatives towards the same
and paid parental leave, amongst others. include creating a culture of self-managed
teams; 'Nayi soch - Naya dristikon', a
FOCUSSED HIRING mindset transformation programme
named for cell members and union leaders;
We continue to attract, retain and develop
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Rise award for associates and Employee of
diverse talent through initiatives such as
the year program for associates.
Focused Hiring where we focus on hiring
E.
and supporting women and Persons with
Disability through specialised hiring INDUSTRIAL RELATIONS
consultants. We also want to improve The industrial relations scenario continued
gender diversity in areas of technology
and business operations, which is also
going to be a thrust area for the Company.
LIN
to be largely positive across all the
manufacturing locations. Long-term wage
and bonus settlements were closed
amicably for all the plants. The sustained
TALENT MANAGEMENT efforts towards building a transformational
TA
work culture resulted in zero production
We are committed to advancing the
loss in F23.
career development of women at all
levels. We provide them with the chance
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to acquire new skills and interact with HEALTH & SAFETY

AP
senior leaders through various initiatives. At Mahindra, we prioritise employee A dedicated

In F22, we launched the Women safety by implementing the highest Central Safety
Mentoring programme for the managerial safety standards and upgrading our Council
band which provides career guidance and rigorous procedures in line with
.C
comprising
coaching from senior leaders, enabling technological advancements and best representatives
women to excel in their career paths. practices. from all sectors
Similarly, we introduced Generation
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l ‘Employee Health Index' is maintained works together

Valuable, a unique mentorship program at an individual level, and this has been to brainstorm
under Valuable 500, for people with a useful tool in identifying employees new ideas,
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disabilities to build the future executive who require focused counselling and mobilise
leadership and driving disability inclusion monitoring. necessary
through systematic change.
The 'Wellness App' is available to resources, and
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employees for quick access to critical develop new

health-related information. practices to
enhance safety
l Various awareness sessions on driving
employees towards a healthy and across the Group.
better lifestyle, Post Covid Care,
Emotional Wellbeing, Mindfulness, etc.
were touched upon by experts during
the exclusive sessions for employees
and their family members.
SOCIAL
C OM
E.
in F23, we invested At Mahindra, we understand that creating value goes beyond the vehicles we make and
INR 92.28
crore
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the services we provide. We are committed to undertaking comprehensive, well-planned,
and long-term social interventions that positively impact vulnerable and marginalised
communities and the environment. Our core purpose, "Only when we enable others
to rise, will we rise," drives our approach to CSR. We strive to move beyond mere
in various social projects
philanthropy and invest in impactful social programmes that actively promote betterment.
TA
Over the last 75 years, we have PROJECT

implemented various social initiatives NANHI KALI
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that have had a positive impact on girls

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and women as well as the environment Our flagship CSR initiative, Project Nanhi
through massive tree plantation. By Kali, has empowered underprivileged girls
investing in such initiatives, we believe across India by supporting their education.
that we can achieve the highest return
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on our social investment and rise for a

more equal world.
As a testament to our commitment, in F23

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we invested INR 92.28 crore in various

social projects that have brought about
positive change in the communities. We
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will continue to work towards creating a

better and more sustainable future for all.
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KEY MATERIALITY Here's how Project Nanhi Kali is making a
Since 1996,
ISSUES difference:
Project Nanhi Kali Our key material issue in social capital is l The project provides comprehensive
has empowered over CSR management, where we focus on support to girls in government schools
5,50,000 formulating community-centric policies from Classes 1-10, including daily after-
and implementing a sustainable strategy school remedial classes and access to
underprivileged girls an AI-powered, personalised, adaptive
that addresses major societal issues
across learning software via digital tablets.
through our projects across the nation.
15 states In line with this approach, we have l Every girl receives a material kit
in India annually consisting of essential school
undertaken various initiatives aimed at
enhancing social capital. supplies and feminine hygiene material.
l A professionally designed sports an employability skill learning initiative,

curriculum is integrated to promote into a 100% women beneficiary
holistic development. programme from F23 onwards.
l The project creates girl-friendly The Mahindra Pride Classrooms provides

ecosystems in underserved communities 40 to 120 hours training modules with
across rural, tribal, and urban poor the help of expert trainers to final year
regions of India through regular students studying in Government
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engagements with parents and Colleges, ITIs and Polytechnic Institutes.
community stakeholders. The Modules range from English speaking
and life skills, to interview preparedness
Further, the project also introduced Nanhi and digital literacy which are critical skills
Kali Life Skills and Digital Skills training required to enhance their employability.
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programmes for teenage girls.
The participants are provided with
workbooks and other study material
E.
which help them blend theory with
practice. Assessments are a key part of
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the programme design and successful
candidates are provided with certification
at the end of the course.
During the year, M&M

supported training of
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1,03,699
women in this
programme.
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In F23, Project Nanhi Kali supported the

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education of 1,86,041 girls across 9

states of India through the after-school
programme. Of these, Mahindra &
Mahindra continued to support 52,658
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girls (which includes an additional

14,562 girls enrolled in F23). The
Mahindra Group supported 85,778 girls.
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Additionally, 31,908 girls were supported

through the Nanhi Kali Life Skills and
Digital Skills training programmes across
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2 states. Of these, Mahindra & Mahindra During the year, 1,66,666 women were
supported 15,000 girls, while the trained in this programme across 19
Mahindra Group supported 25,600 girls. states in India, out of which 1,03,699
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A total of 1,11,378 girls were supported women were trained through support
through Project Nanhi Kali by the provided by Mahindra & Mahindra. In
Mahindra Group in F23. addition, 1,256 men were also part of the
programme, cumulating the total number
of beneficiaries supported by Mahindra
MAHINDRA PRIDE Group to 1,67,922. Since inception, this
CLASSROOMS (MPC) intervention has trained 7,28, 808 youth.
To support the nation's priority of

increasing women's labour force
participation in the formal economy,
Mahindra Group transformed its flagship
Mahindra Pride Classrooms programme -
PROJECT REGENERATIVE
HARIYALI AGRICULTURE
The Project is the Group's flagship
afforestation initiative that started in
2007 to increase the green cover and
arrest the rising ecological imbalance.
It started with a target of planting a
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million trees every year across all
Mahindra locations.
In 2010, the project was extended to

Araku Valley near Visakhapatnam, Andhra
C
Pradesh to create a functional forest for
the tribal community by planting 19
E.
varieties of fruit, forest, and shade trees.
Project Hariyali was further extended to
Northern India in Solan in Himachal
To date,
22.86 LIN
Pradesh, Tarn Taran and Moga in Punjab
and Shravasti in Uttar Pradesh in the year
2022.
The main objective of the programme is to
enable women farmers to use regenerative
million In F23, the Mahindra Group planted 2.21
agriculture as a technique to transform
the soil on their land, increase productivity
trees have been
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million trees, while Mahindra & Mahindra and earn profits throughout the year, in
planted through contributed towards plantation of 1.59 addition to ensuring food and nutrition
Mahindra Hariyali, of million trees. Of these, 1.31 million trees security for their families. Through this
which 14.90 million were planted in the Araku Valley, which project, 45,529 women farmers from
trees have been
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besides greening the environment also Moga, Tarn Taran (Punjab), Shravasti (UP)
planted in Araku
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provides livelihood support to 3,275 and Wardha (Maharashtra) were provided

which supports the tribal farmer families. The farmers have knowledge in regenerative organic
livelihood of over been trained in global organic farming farming practices. This Initiative helped
26,000 tribal farmer protocols which rejuvenate the soil, the women farmers reduce agriculture
families.
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increase water retention and soil organic input costs and increase income from sale
carbon. of crops.
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PRERNA
As a part of empowering women,
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Mahindra & Mahindra focuses on women

farmers with an objective of providing
exposure to good agricultural and farm
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mechanisation practices to augment

their farm-based livelihood. The flagship
intervention PRERNA is an integral
part of various projects which includes
training and advisory services like soil
health, access to gender friendly
farm equipment, linkages to Government.
welfare support initiatives, resource
Photo courtesy: Naandi Foundation efficient agriculture methodologies for
enhancing crop productivity. 11,111
women across 6 states were supported
under this initiative in F23.
WATER EMPLOYEE
CONSERVATION VOLUNTEERING
Water conservation is crucial for
sustainable development in communities,
especially in areas where water is scarce.
We have undertaken various water
conservation projects across diverse
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geographies to prevent soil erosion,
improve soil health, and increase water
tables through water structure
enhancement and creation. These
C
initiatives have led to better water
In total,
availability, enhanced green cover,
increased crop productivity, and 55,873
E.
sustainable livelihoods, resulting in Mahindra Group
holistic community development employees invested
LIN 4,53,884.5
person-hours through
ESOPs & MySeva
platforms, with
10,587
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Mahindra & Mahindra

employees contributing
to the effort.
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Two notable projects undertaken by us, Mahindra Group's employee volunteering

in collaboration with NABARD, are the platforms, ESOPs and MySeva, have
Watershed Development Fund (WDF) enabled employees to contribute their
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and Climate Change Adaptation (CCA) personal time towards various social
projects. They have been carried out in causes and create large-scale impact in
Hatta (Madhya Pradesh) and Igatpuri the communities.
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(Maharashtra), covering around 34 l The Group employees invested 1,46,721

villages. In F23, these projects person-hours through individual acts of
supported more than 7,939 farmers
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social responsibility, which were

through various interventions such as reported on the MySeva Platform.
soil and water conservation work, crop
diversification measures, livelihood Additionally, 3,07,163.50 person-hours
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training and support, and drudgery were contributed through the

reduction initiatives. These interventions Company's organised volunteering
contributed to the integrated programme, Employee Social Options
development of rural catchment areas. (ESOPs).
Apart from the above projects, other

geographies were identified for deploying
region-specific water management
interventions covering five states,
cumulatively resulting in 158 water
harvesting structures and 4,978 ha land
treated for soil and water conservation
and impacting 19,446+ farmers and their
families.
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ANNUAL REPORT
2022-23
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CORPORATE
INFORMATION
Chairman Emeritus
(upto 12 April, 2023)
Mr. Keshub Mahindra
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BOARD OF COMMITTEES OF THE BOARD
DIRECTORS
Stakeholders Governance, Nomination
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Mr. Anand G. Mahindra Audit Relationship and Remuneration
Chairman Committee Committee Committee
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Mr. T. N. Manoharan - Mr. Haigreve Khaitan - Mr. Vikram Singh Mehta -
Dr. Anish Shah Chairman Chairman Chairman
Managing Director and Ms. Shikha Sharma Mr. Anand G. Mahindra Ms. Shikha Sharma
Chief Executive O cer
Mr. Rajesh Jejurikar

Executive Director and
Mr. Vikram Singh Mehta
Mr. Haigreve Khaitan LINDr. Vishakha N. Desai
Mr. Muthiah Murugappan
Mr. Haigreve Khaitan
Ms. Nisaba Godrej
CEO (Auto and Farm Sector) Corporate Risk Strategic

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Social Responsibility Management Investment
Committee Committee Committee
Mr. Vikram Singh Mehta
Lead Independent Director Dr. Vishakha N. Desai - Mr. T. N. Manoharan - Mr. Anand G. Mahindra -
Chairperson Chairman Chairman
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Mr. Anand G. Mahindra Dr. Anish Shah Mr. Vikram Singh Mehta
Dr. Vishakha N. Desai
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Independent Director Dr. Anish Shah Ms. Shikha Sharma Mr. T. N. Manoharan
Mr. Vikram Singh Mehta Mr. Rajesh Jejurikar Ms. Shikha Sharma
Mr. T. N. Manoharan Mr. Muthiah Murugappan Mr. Vikram Singh Mehta Mr. Vijay Kumar Sharma
Independent Director Mr. Haigreve Khaitan
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Independent Director Key Managerial Mr. Manoj Bhat Mr. Narayan Shankar
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Personnel President & Group Chief Financial O cer Company Secretary

Ms. Shikha Sharma
Independent Director
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Bankers Auditors Advocates

Ms. Nisaba Godrej
Independent Director Axis Bank Limited B S R & Co. LLP Khaitan & Co.
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Bank of America N.A. 14th Floor, One World Centre,

Bank of Baroda Central B Wing and Tower 1,
Mr. Muthiah Murugappan Bank of India North C Wing, 10th and 13th Floor,
Independent Director
Canara Bank Nesco IT Park 4, 841, Senapati Bapat Marg,
Central Bank of India Nesco Center, Mumbai - 400 013,
Mr. Vijay Kumar Sharma HDFC Bank Limited Western Express Highway, India.
(Nominee of Life Insurance Kotak Mahindra Bank Limited Goregaon (East),
Corporation of India)
Standard Chartered Bank Mumbai - 400 063,
State Bank of India India.
Mr. CP Gurnani Union Bank of India
Non-Executive
Non-Independent Director
Registered Gateway Building,

O ce Apollo Bunder, Mumbai - 400 001, India.
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COMPANY BOARD’S MANAGEMENT DISCUSSION CORPORATE BUSINESS RESPONSIBILITY STANDALONE CONSOLIDATED
53 OVERVIEW REPORT AND ANALYSIS GOVERNANCE AND SUSTAINABILITY REPORT ACCOUNTS ACCOUNTS
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BOARD’S REPORT
The Financial Year 2023 was a year of uncertainty, recovery

Dear Shareholders and economic resilience for India. Even as India looked beyond
Your Directors present their Report together with the the pandemic, elevated uncertainty due to geopolitical tensions
audited financial statements of your Company for the year and a war in Ukraine set the tone even before the fiscal year
ended 31st March, 2023. started. The war resulted in higher global supply-chain-related
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A. FINANCIAL AND OPERATIONAL HIGHLIGHTS disruptions and fuelled global inflationary forces, which seeped
(Rs. in crores) into the domestic consumption basket. Oil breached USD 120 /
Standalone Consolidated
barrel of crude oil mark, and industrial metal prices soared in
the first quarter.
Particulars 2023 2022 2023 2022
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Revenue from Operations............ 84,960.26 57,786.94 1,21,268.55 90,170.57
Higher inflation forced major central banks to firefight inflation
Other Income........................................ 2,545.17 2,053.75 1,206.49 934.51
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with an ultra-hawkish policy stance. While the faster-than-normal
Profit before Depreciation,
Finance Costs, Exceptional pace of monetary policy tightening resulted in the peaking of
items, Share of profit of
inflationary forces, it also raised headwinds to global growth.
associates and joint ventures
and Taxation..........................................
Less: Depreciation, Amortisation
and Impairment
Expenses ....................................
12,987.56
3,154.46
9,081.22
2,498.39
21,491.78
4,356.81
15,617.36
3,507.50
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A stronger dollar resulting from US Federal Reserve’s policy
tightening and higher commodity prices accentuated external
difficulties for emerging economies including India. The RBI
Profit before Finance Costs, also hiked rates aggressively to combat domestic inflationary
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Exceptional items, Share of
profit of associates and joint pressures in line with the global monetary policy cycle.
ventures and Taxation.................... 9,833.10 6,582.83 17,134.97 12,109.86
Less: Finance Costs........................... 272.78 226.18 5,829.70 5,018.05 Global growth lost momentum as monetary policy actions
Profit Before Exceptional Items, tightened financial conditions and consumer confidence
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Share of profit of associates

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and joint ventures and weakened with the rising cost of livelihood. Inflation remained
Taxation..................................................... 9,560.32 6,356.65 11,305.27 7,091.81
elevated and persistent across countries as they grappled
Add: Share of profit of
associates and joint ventures... – – 1,505.44 1,855.79 with food and energy price shocks and shortages. Yet, India’s
Profit Before Exceptional Items economic resilience stands out with the first advance estimates
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and Taxation.................................................. 9,560.32 6,356.65 12,810.71 8,947.60

(FAE) released by the National Statistical Office (NSO), placing
Add: Exceptional items................... (1,429.54) (208.67) 1,249.52 414.17
India’s real gross domestic product (GDP) growth at 7%
Profit before Taxation..................... 8,130.78 6,147.98 14,060.23 9,361.77
year-on-year (y-o-y) for FY23, driven by private consumption
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Less: Tax Expense.............................. 1,582.14 1,278.10 2,685.75 2,108.76

Profit for the year............................. 6,548.64 4,869.88 11,374.48 7,253.01
and investment.
Profit / (Loss) for the year
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attributable to: The Profit for the year before Depreciation, Finance Costs,
- Owners of the company............ 6,548.64 4,869.88 10,281.50 6,577.32 Exceptional items and Taxation recorded an increase of
- Non-controlling interests........... – – 1,092.98 675.69 43.01% at Rs. 12,987.56 crores as against Rs. 9,081.22 crores
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Balance of profit for earlier in the previous year. Profit after tax increased by 34.47%
years............................................................ 32,450.64 29,463.69 39,174.21 33,667.96
at Rs. 6,548.64 crores as against Rs. 4,869.88 crores in the
Profits available for
appropriation......................................... 38,999.28 34,333.57 49,455.71 40,245.28 previous year.
Less: Dividend paid on Equity
Shares ....................................................... 1,435.89 1,087.79 1,284.77 979.17 Your Company continues with its rigorous cost restructuring
Add: Due to Scheme of
Arrangement.......................................... – (847.27) – –
exercises and efficiency improvements which have resulted
Add: Other adjustments to
in significant savings through continued focus on cost
Retained earnings$............................ (85.36) 52.13 16.67 (91.90) controls, process efficiencies and product innovations that
Balance carried forward................ 37,478.03 32,450.64 48,187.61 39,174.21 exceed customer expectations in all areas thereby enabling
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or details refer to ‘Statement of Changes in Equity’ in the Standalone Financial Statements the Company to maintain profitable growth in the current
and ‘Consolidated Statement of Changes in Equity’ in the Consolidated Financial Statements
respectively forming part of the Annual Report. economic scenario.
Earnings Per Share (EPS) 26.7% and CV industry growth of 34.3%. The UV segment
showed growth of 34.5%. Within the CV industry, the LCV
The Standalone basic EPS of the Company stood at Rs. 54.70
goods <3.5T segment grew by 23.9% while the Medium and
for the Financial Year ended 31st March, 2023 as against
Heavy Commercial Vehicles (MHCV) Segment grew by 40.1%.
Rs. 40.73 for the Financial Year ended 31st March, 2022 and
Diluted EPS stood at Rs. 54.49 as against Rs. 40.58 in the Your Company’s UV volumes stood at 3,56,961 units, a growth
previous year. of 59.6%. The UV market share for your Company stood at
Details of Material Changes from the end of the Financial 17.8%. For the year under review, the Scorpio-N launched in
Year till the date of this Report June 2022, performed well in the UV segment with a volume
of 35,112 units for the Financial Year 2023. It garnered 1 lakh
No material changes and commitments have occurred after the
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bookings within 30 minutes of opening of booking window.
closure of the Financial Year 2022-23 till the date of this Report,
XUV700, Thar, Scorpio, XUV300 and Bolero continued to be
which would affect the financial position of your Company.
strong brands for your Company in the UV segment.
Performance Review In the LCV<3.5T segment, your Company retained its No. 1
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Automotive Sector position with 45.5% market share. Your Company sold a total
of 2,38,540 vehicles in this segment. Your Company has a
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Your Company’s Automotive Sector posted total sales of
market share of 59.8% in the LCV 2-3.5T segment, which is
6,98,456 vehicles (6,39,374 Passenger vehicles, commercial
the Pickup segment.
vehicles and 59,082 three-wheelers) as against a total of
4,65,601 vehicles (4,35,086 four-wheelers and 30,515 three-
wheelers) in the previous year, registering a growth of 50%.
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In the MHCV Segment, your Company sold 6,399 trucks as
against 4,544 trucks in the previous year. This is a growth of
40.8%. Your Company’s market share in the MHCV segment
In the domestic market, your Company sold a total of 6,66,349
stands at 2%.
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vehicles as compared to 4,33,091 vehicles in the previous
year, resulting in a growth of 53.9%. Your Company is the pioneer for Electric Vehicles (EVs) in India,
and for the year under review, sold 46,109 EVs as against
In the Passenger Vehicle (PV) segment, your Company sold
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17,006 EVs in the previous year.

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3,59,253 vehicles [including 3,56,961 Utility Vehicles (UVs),

2,078 Vans and 214 Cars] as compared to the previous year’s During the year under review, your Company posted an export
volume of 2,25,895 vehicles [including 2,23,682 Utility Vehicles volume of 32,107 vehicles as against the previous year’s
(UVs), 2,154 Vans and 59 Cars] registering a growth of 59%. exports of 32,510 vehicles representing a de-growth of 1.2%.
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In the Commercial Vehicle (CV) segment, your Company sold The sales of spare parts for the year stood at Rs. 3,824.26 crores
2,48,576 vehicles [including 40,419 vehicles <2T GVW, 1,98,121 (including exports of Rs. 396.51 crores) as compared to
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vehicles between 2-3.5T GVW, 1,959 Light Commercial Vehicles Rs. 2,859.2 crores (including exports of Rs. 235.2 crores) in
(LCVs) in the LCV > 3.5T segment, 1,657 vehicles in the 7.5- the previous year, registering a growth of 33.8%.
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16.2T GVW segment, 4,742 Heavy Commercial Vehicles (HCVs)

and 1,678 LCV Passenger] registering a growth of 40.3% over Farm Equipment Sector
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the previous year’s volume of 1,77,117 vehicles [including Your Company’s Farm Equipment Sector recorded total sales
32,039 vehicles < 2T GVW, 1,38,643 vehicles between 2-3.5T of 4,07,545 tractors (domestic + export) as against 3,54,698
GVW, 1,891 Light Commercial Vehicles (LCVs) in the LCV > 3.5T tractors sold in the previous year. These figures for the current
segment, 1,135 vehicles in the 7.5-16.2T GVW segment and year sales and previous year sales include tractors sold under
3,409 Heavy Commercial Vehicles (HCVs)]. the Trakstar brand, which is the third brand of your Company
under the subsidiary Gromax Agri Equipment Limited.
In the three-wheeler segment, your Company sold
58,520 three-wheelers, registering a growth of 94.6% over For the year under review, the tractor industry in India
the previous year’s volume of 30,079 three-wheelers. recorded sales of 9,45,311 tractors, a growth of 12.2%.
Tractor Industry recorded growth in Financial Year 2023 on
For the year under review, the Indian automotive industry account of record crop output, Government support (MSP),
(except 2W) grew by 32%, with the PV industry growth of increase in wages and shift of Navratri in Q4 F23.
In the domestic market, your Company sold 3,89,531 tractors, Construction Equipment
as compared to 3,37,052 tractors in the previous year (these For the year under review, your Company (under the Mahindra
figures for the current year sales and previous year sales EarthMaster brand) sold 989 Backhoe Loaders (BHLs), a
include tractors sold by Gromax Agri Equipment Limited), 35.7% increase as against 729 sold in the Financial Year
recording a growth of 15.6%. It is the highest ever volume 2021-2022. Your Company also has a presence in the road
sold by your Company. With market share at 41.2%, a gain of construction equipment business through motor graders
1.2% over previous year, the Company continues to be the (under the Mahindra RoadMaster brand).
market leader for the 40th consecutive year. Your Company’s
performance was supported by good performance of all For the year under review, your Company sold 188 motor
products in the portfolio. graders, a 60.7% increase as against 117 sold in the Financial
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Year 2021-2022. Your Company also has a presence in the
Your Company continues to focus on growing the farm Sugar Cane Haulage market (under the Mahindra HaulMaster
mechanisation space, by offering affordable mechanisation brand) in the export market. For the year under review, your
solutions. The portfolio comprises of Rotavators, Cultivators, Company sold 247 Haulage Tractors, a 135.2% increase as
Harvesters, Rice transplanters, Balers and Sprayers.
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against 105 sold in the Financial Year 2021-2022. The BHL
For the year under review, your Company exported industry grew by 28% and the motor grader industry grew
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18,014 tractors which is a growth of 2.1% over the by 42% due to increased focus from the Government of India
previous year. on infrastructure.
Net Sales of Spare parts for the Financial Year 2023 stood
at Rs. 1,070.5 crores (including exports of Rs. 97.4 crores) as
compared to Rs. 917 crores (including exports of Rs. 81 crores)
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Two-Wheeler Business
In line with the strategy for the two-wheeler business, your
Company through its subsidiary, Classic Legends Private
in the previous Financial Year 2022, registering a growth Limited (“CLPL”) had reintroduced the iconic brand ‘Jawa’ to
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of 16.7%. the Indian market in the Financial Year 2019, with the launch
of new range of JAWA motorcycles - Jawa and Jawa Forty-Two
Please refer to the paragraph on Operating Results
and strengthened its portfolio by adding Yezdi in the Financial
in the Management Discussion & Analysis section for
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Year 2021-22. During Financial Year 2022-23, 42 Bobber was

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detailed analysis.
introduced to the Indian market and in addition, CLPL forayed
Other Businesses into the international market by introducing iconic British
brand BSA in UK and European market.
Powerol
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Under the Powerol brand, your Company has been a leader in Current Year’s review
providing power back-up solutions to the telecom industry for During the period 1st April, 2023 to 25th May, 2023, 1,08,013
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more than 15+ years of operation. Your Company continues vehicles were produced as against 89,041 vehicles and
to consolidate its presence in the tele-infra management 1,03,410 vehicles were dispatched as against 74,605
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space. Alongside the Telecom, Powerol has been increasing vehicles dispatched during the corresponding period in the
the Retail market share, especially with the extension in HkVA last year. During the same period 62,235 tractors were
range. With the introduction of CPCB 4+ for gensets, Powerol produced and 60,435 tractors dispatched as against 61,268
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is gearing up for the transition. tractors produced and 60,977 tractors dispatched during the
Powerol stands at No. 2 brand by volume in the overall Diesel corresponding period in the previous year.
Genset power back-up segment.
The high-interest rate environment has exposed the underlying
Powerol’s move towards sustainability has led to the fault lines of the global economy and the financial system,
introduction of the Gas Powered gensets with introduction which has now widened further due to multiple shocks
of 5 nodes between 15 kVA to 315 kVA. They offer lower ranging from the pandemic and continuing war in Ukraine.
operating costs and low emissions complying to the new With instances of bank runs amid a loss of confidence and
emission norms. During the year, Powerol has also initiated EV liquidity woes in the advanced economies of the US and
Charger business for Home Charger Installations for the EV Europe, growth and liquidity concerns are back to the fore as
customers of the Company. central banks continue their pursuit of a ‘soft landing’.
Back home, the sustained focus on capital and infrastructure Committee increased the policy repo rate by 250 bps during
spending in the Union Budget 2023-24 along with continuing May 2022-February 2023 taking the policy Repo rate to
fiscal consolidation and strong credit growth creates space 6.5%. RBI also sucked out liquidity from the system with the
for private investment and supports domestic economic system liquidity falling from Rs. 7.8 lakh crore in April, 2022
activity. However, there are early forecasts of a probable to Rs. 1.4 lakh crores in March, 2023. Money market rates and
El Nino and external demand is likely to be dented by short-term bond yields hardened in tandem with policy rate
a slowdown in global activity. Taking all these factors increases and tightness in liquidity, while long term bond yields
into consideration, the RBI projects real GDP growth for were largely range-bound. CPI has since eased substantially
2023-24 at 6.4%. and is well within RBI’s medium-term 4+/- 2% target.
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Finance The Indian rupee (INR) depreciated vis-à-vis the US dollar
buffeted by global spillovers. The INR touched an all-time low
Financial Year 2022-23 saw the global outlook deteriorating
of 83.2 during October, 2022 but has recovered since then
markedly as inflation across the world surged to levels
on a depreciating US dollar and net inflows through foreign
not seen for generations and the rising cost of living hit
portfolio investments. India’s foreign exchange reserves were
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consumer confidence. As soaring food and energy prices
placed at US$ 578.4 billion as on 31st March, 2023.
threatened to trigger a global crisis, central banks around
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the world responded by aggressive monetary tightening and Amidst the aforesaid backdrop, the Bankers continue to rate
increased interest rates in the fastest and most synchronized your Company as a prime customer and extend facilities /
tightening cycles on record. Due to the aggressive interest
rate hikes, easing of global supply chain bottlenecks and
lower commodity prices, global headline inflation is set to
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services at prime rates. Your Company follows a prudent
financial policy and aims not to exceed an optimum financial
gearing at any time. The Company’s gross Debt to Equity
fall from 8.7% in 2022 to 7.0% in 2023 (IMF estimates), Ratio is 0.11 as at 31st March, 2023. Further, your Company
however inflation is expected to remain well above central
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continued to focus on managing cash efficiently and ensured
bank target levels till 2025 in most countries. that it had adequate liquidity and back up lines of credit.
During the year, your Company repaid total borrowings of
Record high interest rates and a resurgence of COVID-19 in
Rs. 1,861.43 crores whilst maintaining an optimum liquidity
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China weighed on global growth during the financial year.

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level of Rs. 14,410 crores as at 31st March, 2023.

Tentative signs in 2023 show that the world economy could
achieve a soft landing. As per International Monetary Fund
Further, your Company has been rated by CRISIL Ratings Limited
(“IMF”), global growth is expected to fall from 3.4% in 2022
(“CRISIL”), ICRA Limited (“ICRA”), India Ratings and Research
to 2.8% in 2023 with advanced economies expecting to see
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Private Limited (“India Ratings”) and CARE Ratings Limited

an especially pronounced growth slowdown, from 2.7% in
(“CARE”) for its Banking facilities. All have re-affirmed the
2022 to 1.3% in 2023. Side-effects from the fast rise in
highest credit rating for your Company’s Short-Term facilities.
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policy rates in the form of banking turmoil in the US and

For Long Term facilities and Non-Convertible Debentures,
Europe and the accompanying financial stability concerns
CRISIL, ICRA, CARE and India Ratings have re-affirmed their
weigh on the outlook going forward.
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credit ratings of CRISIL AAA/Stable, [ICRA]AAA (stable), CARE

In the currency markets, the US dollar hit a two-decade high with AAA; Stable, and IND AAA/Stable for the respective facilities
the dollar index touching 112 in September 2022. The US dollar rated by them. With the above rating affirmations, your
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has since weakened against most currencies. Volatility impacted Company continues to enjoy the highest level of rating from
emerging market currencies in an environment of risk aversion, all major rating agencies at the same time.
safe haven demand and correction in global equity markets.
The AAA ratings indicate highest degree of safety regarding
In contrast, domestic financial markets evolved in an orderly timely servicing of financial obligations and is also a vote
manner. India’s economic activity exhibited resilience with of confidence reposed in your Company’s Management by
GDP growth for FY 2022-23 pegged at 7%, driven by private the rating agencies. It is an acknowledgement of the strong
consumption and investment. Consumer price index inflation credit profile of your Company over the years, resilience in
(CPI) persisted at elevated levels during the year, impacted earnings despite cyclical upturns / downturns, robust financial
by a series of adverse supply shocks and the continuing flexibility arising from the significant market value of its
pass-through of high input costs. The RBI Monetary Policy holdings and prudent management.
Your Company is a “Large Corporate” as per the criteria quarterly earnings calls and specific event related calls).
under Securities and Exchange Board of India (“SEBI”) Your Company ensures that critical information about the
Operational Circular No. SEBI/HO/DDHS/P/CIR/2021/613 Company is available to all the investors by uploading all
dated 10th August, 2021, as amended from time to time. such information on the Company’s website.
The Company has complied with the provisions of the said
Circular and has made requisite disclosures in this regard. Please refer to the section on “Analyst / Institutional
Investors Presentation” in the Corporate Governance section
Redemption of Non-Convertible Debentures for details of number of Investor / Analyst Interactions held
during the year.
Subsequent to the year end, your Company has redeemed
the following Unsecured Listed, Rated Redeemable Non- Dividend
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Convertible Debentures (“NCDs”) issued on private placement
basis on the due dates, as per the respective terms of issue: As per the Dividend Distribution Policy, dividend payout would
have to be determined based on available financial resources,
Particulars of ISIN Amount Issue date Date of
investment requirements and taking into account optimal
NCDs (in Rs.) Redemption
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shareholder return. Within these parameters, the Company
M&M 6.65% - INE101A08096 1,000 20th April, 2020 20th April, 2023
10,000 Debentures crores would endeavour to maintain a total dividend pay-out ratio in
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of Rs. 10,00,000 the range of 20% to 35% of the annual standalone Profits
each
after Tax (PAT) of the Company.
M&M 6.78% - INE101A08104 1,000 24th April, 2020 24th April, 2023
10,000 Debentures
of Rs. 10,00,000
each
crores
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Your Directors, considering the good performance and a
strong cash flow, decided to recommend a Dividend of
Rs. 16.25 (325%) per Ordinary (Equity) Share of the face
Further, your Company has on 4th May, 2023 received Notices
value of Rs. 5 each out of the Profits for the financial year
from the Holders of M&M 6.19% NCDs (500 Debentures
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ended 31st March, 2023.
of Rs. 10,00,000 each aggregating Rs. 500 crores)
[ISIN: INE101A08112] exercising Put Option to redeem the The equity dividend outgo for the Financial Year 2022-23
aforesaid Debentures as per the terms and conditions of would absorb a sum of Rs. 2,020.73 crores resulting in a
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the issue. The Company whilst acknowledging the receipt of payout of 25.33% of the standalone net profit of the
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Put Option Notices from all the Debenture Holders informed Company for the Financial Year 2022-23 [as against
them that the aforesaid Debentures would be redeemed Rs. 1,435.89 crores comprising the dividend of Rs. 11.55 per
on 8th June, 2023 (being Put Option date) prior to Maturity Ordinary (Equity) Share of the face value of Rs. 5 each
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along with accrued Interest. for the previous year]. Dividend will be payable subject to
approval of members at the ensuing Annual General Meeting
Investor Relations (IR) and deduction of tax at source to those Shareholders whose
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Your Company always believes in leading from the front with names appear in the Register of Members as on the Book
emerging best practices in IR and building a relationship of Closure Date. The Board of your Company decided not to
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mutual understanding with domestic and foreign investors/ transfer any amount to the General Reserve for the year
analysts. In the Financial Year 2023, your Company under review.
increased its interaction with investors through video and
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audio conference calls. The top management, including Dividend Distribution Policy
the Managing Director & CEO, Executive Director and CEO
The Dividend Distribution Policy containing the requirements
(Auto and Farm Sector) and Group CFO, spent significant
mentioned in Regulation 43A of the SEBI (Listing Obligations
time to interact with investors to communicate the strategic
direction of the business, capital allocation policy and various and Disclosure Requirements) Regulations, 2015 (“Listing
ESG activities. All the investor connect events including four Regulations”) is attached as Annexure I and forms part of
quarterly earnings calls / analyst meets and product launch this Annual Report.
events conducted during the year were also well attended
by investors and analysts. The Dividend Distribution Policy of the Company is also
uploaded on the Company’s website at the following Web-link:
During the year, your Company interacted with more than https://www.mahindra.com/investor-relations/policies-and-
950 Indian and overseas investors and analysts (excluding documents.
B. CONSOLIDATED FINANCIAL STATEMENTS Mahindra Lifespace Developers Limited, the listed subsidiary
in the business of real estate and infrastructure, reported
The Consolidated Financial Statements of the Company, a consolidated operating revenue of Rs. 607 crores as
its subsidiaries, associates and joint ventures prepared in compared to Rs. 394 crores in the previous year, registering
accordance with the Companies Act, 2013 and applicable an increase of 54.1%. The consolidated profit after tax after
Indian Accounting Standards along with all relevant non-controlling interest for the year is Rs. 101 crores as
documents and the Auditors’ Report form part of this Annual compared to Rs. 154 crores in the previous year, registering
Report. The Consolidated Financial Statements presented by a decrease of 34.4%.
the Company include the financial results of its subsidiary
companies, associates and joint ventures. Mahindra Holidays & Resorts India Limited, the listed
subsidiary in the business of timeshare, registered a
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The Consolidated Revenue from operations is Rs. 1,21,269 crores
consolidated operating revenue of Rs. 2,517 crores as
in the current year as compared to Rs. 90,171 crores in the
compared to Rs. 2,013 crores in the previous year, registering
previous year, registering an increase of 34.5%.
an increase of 25%. The consolidated profit after tax after
The consolidated profit before exceptional items, share of non-controlling interests for the year is Rs. 115 crores as
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profit of associates and joint ventures and tax for the year is compared to Rs. 68 crores in the previous year, registering
Rs. 11,305 crores as against Rs. 7,092 crores in the previous an increase of 69.1%.
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year, registering an increase of 59.4%. The consolidated profit Mahindra Logistics Limited, a listed subsidiary in the logistics
after tax after non-controlling interest and exceptional items business, reported a consolidated operating revenue of
for the year is Rs. 10,282 crores as against Rs. 6,577 crores
in the previous year, registering an increase of 56.3%.
The Financial Statements as stated above are also available

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Rs. 5,128 crores as compared to Rs. 4,141 crores in
the previous year registering an increase of 23.8%. The
consolidated profit after tax after non-controlling interests
for the year is Rs. 26 crores as compared to Rs. 18 crores in
on the website of the Company and can be accessed at
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the previous year, registering an increase of 44.4%.
the Web-link: https://www.mahindra.com/resources/FY23/
AnnualReport.zip. Swaraj Engines Limited*, a listed subsidiary in the business of
manufacture of Diesel Engines and its components, reported
Subsidiary, Joint Venture and Associate
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operating revenue of Rs. 1,422 crores as compared to

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Companies Rs. 1,138 crores in the previous year registering an increase

of 25%. The profit after tax for the year is Rs. 134 crores as
The Mahindra Group Companies continue to contribute to
compared to Rs. 109 crores in the previous year, registering
the overall growth in revenues and overall performance of
an increase of 22.9%.
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your Company.
* During the year ended 31st March, 2023, the Controlling status
Tech Mahindra Limited, Flagship Company in the IT
was changed from associate to subsidiary.
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Sector, reported a consolidated operating revenue of

Rs. 53,290 crores in the current year as compared to During the year under review, Mahindra Holidays & Resorts
Rs. 44,646 crores in the previous year, registering an Harihareshwar Limited, Resurgence Solarize Urja Private
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increase of 19.4%. Its consolidated profit after tax after Limited, V-Link Freight Services Private Limited, Swaraj
non-controlling interests is Rs. 4,831 crores as compared to Engines Limited, Mahindra Electric Automobile Limited,
Rs. 5,566 crores in the previous year, registering a decrease
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Emergent Solren Private Limited, Guestline Hospitality

of 13.2%. Management and Developement Services Limited, MLL Global
Logistics Limited and M.I.T.R.A Agro Equipments Private
The Group’s finance company, Mahindra & Mahindra Financial Limited became subsidiaries of your Company.
Services Limited, a listed subsidiary of the Company (Mahindra
Finance), reported a consolidated operating revenue of Further, MLL Mobility Private Limited (Formerly known as Meru
Rs. 12,700 crores during the current year as compared Mobility Tech Private Limited) (“MLL Mobility”), V-Link Fleet
to Rs. 11,318 crores in the previous year, registering an Solutions Private Limited (“VFSPL”) and V-Link Automotive
increase of 12.2%. The consolidated profit after tax after Services Private Limited (“VASPL”) have ceased to be wholly
non-controlling interests for the year is Rs. 2,072 crores as owned subsidiaries of MLL Express Services Private Limited
compared to Rs. 1,137 crores in the previous year, registering (Formerly known as Meru Travel Solutions Private Limited)
an increase of 82.2%. (“MLL Express”), a wholly owned subsidiary of your Company
and have become wholly owned subsidiaries of Mahindra Limited and Mahindra Intertrade Limited changed its name
Logistics Limited (“MLL”), a listed subsidiary of your Company. to Mahindra Accelo Limited.
Further, MLL Express has also ceased to be a wholly owned
Subsequent to the year end, Bristlecone Ltd. changed its name
subsidiary of your Company and has become a wholly owned
to Bristlecone Worldwide, Inc. pursuant to its registration in
subsidiary of MLL. Since, MLL is a listed subsidiary of your
Delaware as a US corporation, Mahindra Telecom Energy
Company, MLL Express, MLL Mobility, VFSPL and VASPL
Management Services Private Limited changed its name to
continue to remain the subsidiaries of your Company.
Mahindra Sustainable Energy Private Limited and Mahindra
During the year under review, Kiinteistö Oy Himos Gardens, Renewables Private Limited changed its name to Megasolis
Kiinteistö Oy Vanha Ykköstii, Kiinteistö Oy Katinnurkka, Renewables Private Limited.
Kiinteistö Oy Tenetinlahti, Kiinteistö Oy Mällösniemi, Kiinteistö
Subsequent to the year end, Sanyo Special Steel
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Oy Rauhan Ranta 1, Kiinteistö Oy Rauhan Ranta 2, Kiinteistö
Manufacturing India Private Limited (formerly known as
Oy Tiurunniemi, Kiinteistö Oy Kylpyläntorni 1, Kiinteistö
Mahindra Sanyo Special Steel Private Limited) ceased
Oy Spa Lofts 2, Kiinteistö Oy Spa Lofts 3, Kiinteistö Oy
to be an Associate of your Company. Mahindra CIE
Kuusamon Pulkkajärvi 1, Kiinteistö Oy Rauhan Liikekiinteistöt
Automotive Limited, an Associate of the Company, has on
1, OFD Holding BV, Origin Direct Asia Ltd, Origin Fruit Direct
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16th May, 2023 informed the Stock Exchanges that its
B.V., Origin Fruit Services South America SpA, Origin Direct Asia
application for change of name from Mahindra CIE Automotive
(Shanghai) Trading Co. Ltd., Mahindra Engineering and Chemical
E.
Limited to CIE Automotive India Limited has been approved
Products Limited, Retail Initiative Holdings Limited, Mahindra
by the Central Government on 15th May, 2023. As on the
Retail Limited, Ssangyong Motor Company, SsangYong
date of this Report, the Master Data on the website of the
Australia Pty Limited, Ssangyong European Parts Center B.V,
SY Auto Capital Co., LTD, Merakisan Private Limited, Mahindra
Tractor Assembly Inc., Mahindra Integrated Township Limited,
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Ministry of Corporate Affairs www.mca.gov.in carries the
new name of the company and that the ‘fresh certificate
of Incorporation pursuant to change in name’ as per
Mahindra Residential Developers Limited, Mahindra West Africa
Section 13(3) of the Companies Act, 2013 read with Rule 29
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Ltd, Peugeot Motocycles S.A.S., Peugeot Motocycles Italia
of the Companies (Incorporation) Rules, 2014 was awaited.
S.r.l. (in liquidazione), Peugeot Motocycles Deutschland GmbH,
PMTC Engineering S.r.l., Mahindra Electric Mobility Limited, A Report on the performance and financial position of each
Mahindra Fresh Fruits Distribution Holding Company (Europe) of the subsidiaries, associates and joint venture companies
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B.V., HCR Management Oy, Mahindra Bangladesh Private included in the Consolidated Financial Statements and their
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Limited, Mahindra Consulting Engineers Limited and Mahindra contribution to the overall performance of the Company, is
Namaste Limited ceased to be subsidiaries of your Company. provided in Form AOC‑1 and forms part of this Annual Report.
Ssangyong Motor Company, after ceasing to be a Subsidiary The Policy for determining material subsidiaries as approved
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of the Company, became an Associate for a short period of by the Board is uploaded on the Company’s website and
time and ceased thereafter. can be accessed in the Governance section at the Web-link:
https://www.mahindra.com/investor-relations/policies-and-
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During the year under review, Brainbees Solutions Private documents.

Limited became an Associate of your Company pursuant to
the Scheme of Merger by Absorption of Mahindra Engineering
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C. JOINT VENTURES, ACQUISITIONS AND OTHER

and Chemical Products Limited, Retail Initiative Holdings
MATTERS
Limited and Mahindra Retail Limited with the Company
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becoming effective. Mahindra Electric Automobile Limited

During the year under review, Swaraj Engines Limited and During the year, Mahindra Electric Automobile Limited (MEAL)
M.I.T.R.A Agro Equipments Private Limited ceased to be was incorporated to undertake the 4 (Four) Wheel Passenger
Associates of your Company as they became Subsidiaries of Electric Vehicles business, as a wholly owned subsidiary of
your Company. the Company. Accordingly, the Company transferred certain
During the year under review, Supermarket Capri Oy identified assets (capital work in progress) pertaining to the
changed its name to Kiinteistö Oy Rauhan Liikekiinteistöt 4 (Four) Wheel Passenger Electric Vehicles to MEAL. Further,
1, Meru Travel Solutions Private Limited changed its name the Company entered into Securities Subscription Agreement
to MLL Express Services Private Limited, Meru Mobility Tech and Shareholders’ Agreement with British International
Private Limited changed its name to MLL Mobility Private Investment Plc (“BII”) to invest upto Rs. 1,925 crores each in
MEAL in two or more tranches. BII would invest in the form Seoul Bankruptcy Court approved a rehabilitation plan reflecting
of Compulsory Convertible Preference Shares (“CCPS”) at a the Investment Agreement between the KG consortium, led
valuation of upto Rs. 70,070 crores, resulting in 2.75% to by South Korea based conglomerate KG Group and SYMC. KG
4.76% ownership for BII in MEAL. The said investment by consortium acquired a stake of 80.50% in debt-ridden SYMC
BII also envisages BII having a nominal shareholding of 100 for KRW 930 billion in one or more tranches. The Company’s
Equity Shares in MEAL. Part of the investment by BII in CCPS ownership and outstanding dues in SYMC were restructured
of MEAL was completed during the financial year. as part of the rehabilitation plan. The Company received cash
payment of approximately KRW 10.2 billion and the shareholding
Acquiring balance stake in Sampo Rosenlew of the Company stands reduced to approximately 5.2% post the
Oy, Finland (“Sampo”) completion of all tranches by KG Group.
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During the year, your Company exercised the Call Option
and entered into the Share Purchase Agreement to acquire Divestment of stake in CIE Automotive
the balance 1,317 Equity Shares of Sampo at a price of India Limited (“CIE”)
Euro 3,333 per share from other shareholders, increasing the On 27th September, 2022, your Company sold 82,42,444
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equity stake of the Company in Sampo from 79.13% to 100%. equity shares at a gross price of Rs. 285 per share
Consequently, Sampo has become a wholly owned subsidiary of representing 2.173% of the paid-up share capital of CIE, a
E.
the Company. listed associate of the Company.
Induction of OTPP, the financial partner in

Renewables Business
During the year, Mahindra Holdings Limited (“MHL”), a wholly
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Thereafter, on 13th March, 2023, your Company further sold
2,29,80,000 equity shares at a gross price of Rs. 357.39 per
share representing 6.058% of the paid-up share capital of
owned subsidiary of your Company, and Mahindra Susten CIE. Following the aforesaid sale of shares, the shareholding
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Private Limited (“MSPL”), a wholly owned subsidiary of MHL and of the Company in CIE has come down from 9.253% to
of your Company entered into a Share Purchase Agreement 3.195% of its share capital.
and Shareholders’ Agreement with 2452991 Ontario Limited
Subsequent to the year end, the Company sold the balance
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(“2OL”), a wholly owned subsidiary of Ontario Teachers’ Pension

3.195% equity stake in CIE comprising of 1,21,22,068 equity
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Plan Board (“OTPP”) for the sale of 30% stake in MSPL by MHL
shares at a gross price of Rs. 447.6501 per share and the
to 2OL, with an option for an additional 9.99% stake sale in
Company’s shareholding in CIE has become Nil.
MSPL by MHL to 2OL or any other investor. The agreement
also envisages the formation of an Infrastructure Investment
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Divestment of stake in Peugeot Motocycles

Trust (“InvIT”) through a series of transactions, subject to
S A S. (“PMTC”)
applicable laws and regulations, having MSPL and 2OL or any
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of its affiliates (Ontario Teachers’) as Sponsors. The InvIT shall During the year, Mahindra Two Wheelers Europe Holdings
own identified operational renewable assets. S.a.r.l. (“MTWEH”), a wholly owned subsidiary of the Company,
Peugeot Motocycles S.A.S. (“PMTC”) and Purple Holding
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The transaction will enable your Company to unlock value in (a wholly owned subsidiary of Mutares Holding-56 GmbH)
the Renewable Energy Sector and it will continue to invest executed an Irrevocable Offer and as a part of the said Offer,
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along with Ontario Teachers’ to help realise its twin objectives inter alia agreed to:
of accelerated growth and global leadership in ESG. The first
stage of the transaction entailing the sale of 30% stake in ● Conversion of existing 3,12,085 ordinary shares held
MSPL was completed during the financial year. by MTWEH in PMTC to 3,12,085 “Preferred Shares A”
whereby the existing 100% shareholding and voting
SsangYong Motor Company (SYMC) rights of MTWEH in PMTC stand reduced to 50% in terms
of shareholding and 19.99% in terms of voting rights.
As mentioned in the previous Annual Report, post termination of
Investment Agreement executed with Edison Motor Consortium ● Investment by MTWEH in PMTC in the form of
pursuant to Court Receivership process as per the provisions subscription to Bonds redeemable into “Preferred
of Korean Debtor Rehabilitation and Bankruptcy Act, SYMC Shares A” of PMTC i.e. “Obligations Remboursables en
initiated a process to invite new investor(s). During the year, Actions de Préférence A” known as “ORA”.
● Investment of an amount of Euro 7 million by Purple incorporated as a wholly owned subsidiary of the Company
in PMTC in the form of subscription to 3,12,085 (“NewCo”). Further, the Company entered into a Subscription
“Preferred Shares B” which would entitle Purple to a Agreement and Shareholders Agreement with International
50% shareholding and 80.01% voting rights in PMTC. Finance Corporation (“IFC”) a member of the World Bank
Pursuant to the transaction closure on 31st January, 2023, Group, whereby IFC has agreed to invest upto Rs. 600 crores
PMTC and its subsidiaries have ceased to be subsidiaries of in the NewCo, in one or more tranches.
MTWEH and consequently of the Company.
IFC’s investment will be in the form of Compulsorily
Merger of Mahindra Electric Mobility Convertible Preference Shares (“CCPS”) at a valuation of up
Limited with the Company to Rs. 6,020 crores, resulting in an ownership of between
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9.97% to 13.64% for IFC in NewCo. IFC would inter alia have
As mentioned in the previous Annual Report, the Board of
a right to give voting instructions to the Company upto
Directors of your Company at its Meeting held on 28th May, 2021,
11.8% of the paid-up capital of NewCo in tranches until
subject to requisite approvals / consents, approved the Scheme
conversion of CCPS.
of Merger by Absorption of Mahindra Electric Mobility Limited
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(“MEML”) with the Company and their respective shareholders
Increase of stake in Mahindra Aerospace
(“Scheme”) under the provisions of sections 230 to 232 and
E.
Private Limited
other applicable provisions of the Companies Act, 2013.
The Company acquired 7,67,59,301 Equity Shares of
The Scheme was made effective from 2nd February, 2023 upon
receipt of approval from the National Company Law Tribunal,
Mumbai Bench (“NCLT”) and such other statutory / Government
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Mahindra Aerospace Private Limited, a subsidiary of the
Company (“MAPL”) from the other shareholders of MAPL.
Upon completion of the said transaction, the shareholding of
authorities as directed by the NCLT. The Appointed Date of
the Company in MAPL has increased from 91.59% to 100%
the Scheme was 1st April, 2021 and the entire assets and
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of the Equity Share Capital of MAPL. Consequently, MAPL has
liabilities of MEML have been transferred to and recorded by
the Company as per applicable accounting standards. become a wholly owned subsidiary of the Company.
Sale of Stake held by the Company in TVS

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Upon the Scheme becoming effective, Ordinary (Equity)

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Shares of the Company have been issued to the shareholders Automobile Solutions Private Limited
of MEML (other than the Company or subsidiary(ies) of the
During the year, your Company sold 3,32,195 Equity Shares
Company holding shares directly and jointly with its nominee
of Rs. 10 each and 100 Compulsorily Convertible Preference
shareholders) in accordance with the share exchange ratio
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Shares of Rs. 10 each in TVS Automobile Solutions Private

under the Scheme i.e. 480 (Four Hundred and Eighty) Ordinary
Limited (“TASL”) constituting 2.76% of the Paid-up Capital
(Equity) Shares of Rs. 5 each fully paid-up of the Company for
of TASL on a fully diluted basis. Post this sale, the Company
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every 10,000 (Ten Thousand) Equity Shares of Rs. 10 each

fully paid-up held in MEML as on Record Date. The shares held does not have any equity interest in TASL.
in MEML by the Company or its subsidiary(ies) directly and
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Increase of stake in M.I.T.R.A. Agro

jointly with its nominee shareholders stand cancelled upon
Equipments Private Limited
the Scheme becoming effective. Additionally, the stock options
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held by the eligible ESOP holders of MEML as on the Record During the year, your Company increased its shareholding
Date have been substituted with ESOPs of the Company in M.I.T.R.A. Agro Equipments Private Limited (“MITRA”), from
in accordance with the Scheme. Accordingly, the Merger by 47.33% to 100% on a fully diluted basis, for an aggregate
Absorption of MEML with the Company stands completed. consideration of around Rs. 61.71 crores. MITRA is an Indian
company engaged in the business of designing, developing,
Induction of International Finance Corporation, manufacturing, assembling and selling high precision orchard
the financial partner, in Last Mile Mobility sprayers and is a trusted brand for farmers growing fruits
Business such as grapes, pomegranates and oranges. The purchase of
During the year, the Company approved sale / transfer additional equity shares in MITRA would aid the Company’s
of assets and / or business pertaining to the Last Mile Farm Equipment Sector’s growth and expansion in the
Mobility Business of the Company to a new company to be growing horticulture sector.
Divestment of stake in Mahindra Waste to shares constituting 17.41% of the Paid-up Equity Share Capital
Energy Solutions Limited by the Company of SEL from Kirloskar Industries Limited (“KIL”). Consequently,
to Blue Planet Environmental Solutions the shareholding and voting rights of the Company in SEL
Pte. Ltd. have increased from 34.72% to 52.13% of the Equity Share
Capital of SEL and SEL has become a listed subsidiary of the
During the year, your Company increased its shareholding
Company. SEL is into manufacturing and supplying of diesel
in Mahindra Waste to Energy Solutions Limited (“MWTESL”)
Engines in the range of 22 HP to above 65 HP for fitment in
from 87.39% to 100% by acquiring the balance 12.61%
tractors to Farm Equipment Sector of the Company.
of the Paid-Up Equity Share Capital of MWTESL making it
a wholly owned subsidiary of the Company. Further, the Sale of Stake by Mahindra Agri Solutions
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Company entered into a Share Purchase Agreement and a Limited (“MASL”) in Merakisan Private
Shareholders Agreement with Blue Planet Environmental Limited, a subsidiary of MASL
Solutions Pte Ltd. (“BPES”) for the sale of 80% of the
During the year, Mahindra Agri Solutions Limited (“MASL”),
Paid-Up Equity Share Capital of MWTESL to BPES or
a subsidiary of the Company, has sold its entire stake
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any of its affiliates, in one or more tranches at a price
aggregating 91.59% of the Paid-up Equity Share Capital in
of Rs. 8.44 per share for an aggregate consideration of
Merakisan Private Limited (“MKPL”), a subsidiary of MASL, to
E.
Rs. 20.25 crores (“First Closing”). Following the sale, the
Mr. Prashant Patil, founder and Whole time Director & CEO
Company’s holding in MWTESL would reduce to 20% and
of MKPL. Following the completion of aforesaid sale, MKPL
MWTESL would cease to be a Subsidiary of the Company.
Further, the Company will have a right of “put option” to

sell the balance 20% of the Paid-Up Equity Share Capital
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ceased to be a subsidiary of MASL and consequently that
of the Company.
Sale of Stake held by the Company in Sanyo

of MWTESL and BPES will have the right of “call option”,
Special Steel Manufacturing India Private
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after 24 months from First Closing, at a price not less than
Limited (Formerly known as Mahindra Sanyo
Rs. 8.44 per share, subject to certain closing conditions
Special Steel Private Limited) pursuant to
(“Second Closing”). The Sale price agreed for this tranche
exercise of a Put Option
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shall be higher of Rs. 8.44 (rounded off) or the fair value

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per share of MWTESL multiplied by the number of shares As mentioned in the previous Annual Report, the Company
being sold, as adjusted upwards in the event of occurrence had agreed to sell 34,75,264 Equity Shares of Rs. 10 each
of certain specified events. held by the Company in Sanyo Special Steel Manufacturing
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India Private Limited (Formerly known as Mahindra Sanyo

Sale of stake in Mahindra Consulting Special Steel Private Limited) (“SSSMIPL”) constituting
Engineers Limited by the Company to 22.81% of the Paid-up Capital of SSSMIPL to Sanyo Special
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Artelia Holding SAS (“Artelia”) Steel Co., Ltd (“Sanyo”) pursuant to exercise of a Put Option
During the year, your Company has sold its entire stake in available to the Company on Sanyo under the Shareholders’
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Mahindra Consulting Engineers Limited (“MCEL”), a subsidiary Agreement. Following the completion of aforesaid sale,
of the Company i.e. 60.88% of the Paid-Up Equity Share SSSMIPL has ceased to be an Associate of the Company.
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Capital of MCEL to Artelia, in one or more tranches at a

price of Rs. 89.66 per share for an aggregate consideration D. INTERNAL FINANCIAL CONTROLS
of Rs. 10,31,98,660. Following the sale, MCEL has ceased The Corporate Governance Policies guide the conduct
to be the subsidiary of the Company. Consequent to the of affairs of your Company and clearly delineate the
above, Mahindra Namaste Limited (“MNL”), a wholly owned roles, responsibilities and authorities at each level of its
subsidiary of MCEL has also ceased to be a subsidiary of governance structure and key functionaries involved in
governance. The Code of Conduct for Senior Management
the Company.
and Employees of your Company (the Code of Conduct)
Increase of stake in Swaraj Engines Limited commits Management to financial and accounting policies,
systems and processes. The Corporate Governance Policies
During the year, your Company increased its shareholding in and the Code of Conduct stand widely communicated across
Swaraj Engines Limited (“SEL”) by acquiring 21,14,349 Equity your Company at all times.
Your Company’s Financial Statements are prepared on the E.

MANAGEMENT DISCUSSION AND ANALYSIS
basis of the Significant Accounting Policies that are carefully REPORT
selected by Management and approved by the Audit Committee
and the Board. These Accounting policies are reviewed and A detailed analysis of your Company’s performance is
updated from time to time. discussed in the Management Discussion and Analysis Report,
which forms part of this Annual Report.
Your Company uses SAP ERP Systems as a business enabler
and to maintain its Books of Account. The transactional
controls built into the SAP ERP Systems ensure appropriate F. RELATED PARTY TRANSACTIONS
segregation of duties, appropriate level of approval mechanisms
The Company has in place a robust process for approval of
and maintenance of supporting records. The Policies related
Related Party Transactions and on Dealing with Related Parties.
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to the Information Management reinforce the control
environment. The systems, Standard Operating Procedures As per the process, necessary details for each of the Related
and controls are reviewed by Management. These systems and Party Transactions as applicable along with the justification are
controls are subjected to Internal Audit and their findings and
provided to the Audit Committee in terms of the Company’s Policy
recommendations are reviewed by the Audit Committee which
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on Materiality and Dealing with Related Party Transactions and
ensures the implementation.
as required under SEBI Circular dated 22nd November, 2021. The
E.
The SAP ERP System has feature of recording an Audit Material Related Party Transactions approved by the Members
Trail of each and every transaction, creating an edit log of the Company are also reviewed / monitored on quarterly basis
of each change made in books of account along with the
by the Audit Committee of the Company as per Regulation 23
date when such changes were made and ensuring that
the audit trail cannot be disabled, as mandated under the
recent amendment under Companies (Accounts) Rules, 2014,
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of the Listing Regulations and Section 177 of the Companies
Act, 2013.
effective 1st April, 2023. All Related Party Transactions entered during the year were in
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Your Company has in place adequate internal financial controls the ordinary course of business and on arm’s length basis.
with reference to the Financial Statements commensurate During the year under review, your Company has entered into
with the size, scale and complexity of its operations. Your Material Related Party Transactions as approved by the Members
Company’s Internal Financial Controls were deployed through
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under Regulation 23 of the Listing Regulations.

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Internal Control – Integrated Framework (2013) issued by

the Committee of Sponsoring Organizations of the Treadway The Company has not entered into Material Related Party
Commission (COSO), that addresses material risks in your Transactions as per the provisions of the Companies Act,
Company’s operations and financial reporting objectives. 2013 and a confirmation to this effect as required under
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Such controls have been assessed during the year under section 134(3)(h) of the Companies Act, 2013 is given in Form
review taking into consideration the essential components AOC-2 as Annexure II, which forms part of this Annual Report.
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of internal controls stated in the Guidance Note on Audit of The Policy on Materiality of and Dealing with Related Party
Internal Financial Controls Over Financial Reporting issued by
Transactions as approved by the Board is uploaded on the
The Institute of Chartered Accountants of India. Based on the
Company’s website and can be accessed in the Governance
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results of such assessments carried out by the Management, no

reportable material weakness or significant deficiencies in the section at the Web-link: https://www.mahindra.com/investor-
design or operation of internal financial controls was observed. relations/policies-and-documents.
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Your Company recognizes that the Internal Financial

G. AUDITORS
Controls cannot provide absolute assurance of achieving
financial, operational and compliance reporting objectives Statutory Auditors and Auditors’ Report
because of its inherent limitations. Also, projections of
Messrs B S R & Co. LLP, Chartered Accountants (ICAI
any evaluation of the Internal Financial Controls to future
periods are subject to the risk that the Internal Financial Firm Registration Number 101248W/W-100022) were
Controls may become inadequate because of changes re-appointed as the Statutory Auditors of the Company to
in conditions or that the degree of compliance with the hold office for a second term of 5 years from the conclusion
policies or procedures may deteriorate. Accordingly, regular of the 76th Annual General Meeting (AGM) held on 5th August,
audits and review processes ensure that such systems are 2022 until the conclusion of the 81st AGM of the Company
reinforced on an ongoing basis. to be held in the year 2027.
The Auditors’ Report for FY 2022-23 is unmodified i.e. it does section 141(3)(g) of the Companies Act, 2013 and have also
not contain any qualification, reservation or adverse remark certified that they are free from any disqualifications specified
or disclaimer. under section 141(3) and proviso to section 148(3) read with
section 141(4) of the Companies Act, 2013.
Secretarial Auditor
Pursuant to the provisions of section 204 of the Companies The Audit Committee has also received a Certificate from
Act, 2013 and the Companies (Appointment and Remuneration the Cost Auditors certifying their independence and
of Managerial Personnel) Rules, 2014, the Company has arm’s length relationship with the Company.
appointed Mr. Sachin Bhagwat, Practicing Company Secretary
(Certificate of Practice Number: 6029) to undertake the As per the provisions of the Companies Act, 2013, the
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Secretarial Audit of the Company. remuneration payable to the Cost Auditor is required
to be placed before the Members in a General Meeting
The Company has annexed to this Board’s Report as
for their ratification. Accordingly, a Resolution seeking
Annexure III, a Secretarial Audit Report for the Financial Year
Members’ ratification for the remuneration payable to
2022-23 given by the Secretarial Auditor.
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Messrs D. C. Dave & Co., Cost Auditors is included in the
The Secretarial Audit Report does not contain any qualification, Notice convening the Annual General Meeting.
E.
reservation or adverse remark or disclaimer.
Cost Records
Annual Secretarial Compliance Report
The Company has undertaken an audit for the Financial
Year 2022-23 for all applicable compliances as per SEBI
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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
Regulations and Circulars / Guidelines issued thereunder. accordingly, such accounts and records are maintained.
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The Annual Secretarial Compliance Report duly signed
by Mr. Sachin Bhagwat has been submitted to the Stock Reporting of Frauds by Auditors
Exchanges and is annexed at Annexure IV to this Board’s
During the year under review, the Statutory Auditors, Cost
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Report.
Auditors and Secretarial Auditor have not reported any
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instances of frauds committed in the Company by its Officers

Secretarial Audit of Material Unlisted
or Employees to the Audit Committee under section 143(12)
Indian Subsidiary
of the Companies Act, 2013.
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There is no Material Unlisted Indian Subsidiary of the Company

as on 31st March, 2023 and as such the requirement under H.
PARTICULARS OF LOANS, GUARANTEES,
Regulation 24A of the Listing Regulations regarding the INVESTMENTS AND SECURITIES
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Secretarial Audit of Material Unlisted Indian Subsidiary is not

applicable to the Company for the Financial Year 2022-23. Particulars of the loans given, investment made or guarantee
given or security provided and the purpose for which the loan
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Cost Auditors or guarantee or security is proposed to be utilised by the

recipient of the loan or guarantee or security are provided in
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The Board had appointed Messrs D. C. Dave & Co., Cost Note Nos. 8 and 40 to the Financial Statements.
Accountants (Firm Registration Number 000611), as Cost
Auditor for conducting the audit of cost records of the I. PUBLIC DEPOSITS AND LOANS/ADVANCES
Company for the Financial Year 2022-23.
Your Company had discontinued acceptance of Fixed
The Board of Directors on the recommendation of the Audit Deposits with effect from 1st April, 2014.
Committee, appointed Messrs D. C. Dave & Co., Cost Accountants All the deposits from public and shareholders had already
(Firm Registration Number 000611), as the Cost Auditors of matured as on 31st March, 2017. Out of these, 5 deposits
the Company for the Financial Year 2023-24 under section aggregating Rs. 0.84 lakhs from the public and shareholders
148 of the Companies Act, 2013. Messrs D. C. Dave & Co. as on 31st March, 2023 had matured and had not been paid
have confirmed that their appointment is within the limits of at the end of the Financial Year as there is a restraining
order from the Court / Tribunal / Statutory Authority. Since Employee Benefits and Sweat Equity) Regulations, 2021
then, no deposits have been claimed. (SBEB Regulations 2021):
There was no default in repayment of deposits or payment
1. Mahindra & Mahindra Limited Employees Stock Option
of interest thereon during the year under review. There
Scheme – 2000 (2000 Scheme)*
are no deposits which are not in compliance with the
requirements of Chapter V of the Companies Act, 2013. 2. Mahindra & Mahindra Limited Employees Stock Option
The particulars of loans / advances / investments, etc., Scheme – 2010 (2010 Scheme)
required to be disclosed pursuant to Para A of Schedule V 3. M&M Employees Welfare Fund No. 1
of the Listing Regulations are furnished separately in this
Annual Report. 4. M&M Employees Welfare Fund No. 2
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The transaction(s) of the Company with a company 5. M&M Employees Welfare Fund No. 3
belonging to the promoter / promoter group which
hold(s) more than 10% shareholding in the Company as * No outstanding options as on 31st March, 2023
required pursuant to Para A of Schedule V of the Listing
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Regulations are disclosed separately in the Financial There are no changes made to the above Schemes during
Statements of the Company. the year under review and these Schemes are in compliance
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with the SBEB Regulations 2021. Your Company’s
Secretarial Auditor, Mr. Sachin Bhagwat, has certified that
J. EMPLOYEES
Key Managerial Personnel (KMP) LIN

the Company’s above-mentioned Schemes have been
implemented in accordance with the SBEB Regulations
2021, and the Resolutions passed by the Members for the
The following have been designated as the Key Managerial 2000 Scheme and the 2010 Scheme.
Personnel of the Company pursuant to Sections 2(51) and
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203 of the Companies Act, 2013 read with the Companies Information as required under Regulation 14 read with
(Appointment and Remuneration of Managerial Personnel) Part F of Schedule I of the SBEB Regulations 2021 has been
Rules, 2014: uploaded on the Company’s website and can be accessed
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at the Web-link: https://www.mahindra.com/resources/FY23/

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(a) Dr. Anish Shah – Managing Director and CEO

AnnualReport.zip.
(b) Mr. Rajesh Jejurikar – Executive Director and CEO
(Auto and Farm Sector) (re-designated with effect from Particulars of Employees and related
15th March, 2023)
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disclosures
(c) Mr. Manoj Bhat – Group Chief Financial Officer
The Company had 500 employees who were in receipt of
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(d) Mr. Narayan Shankar – Company Secretary remuneration of not less than Rs. 1,02,00,000 during the
year ended 31st March, 2023 or not less than Rs. 8,50,000
Employees’ Stock Option and Employees’ per month during any part of the year.
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Welfare Schemes
Details of employee remuneration as required under
During the year under review, based on the recommendation provisions of Section 197(12) of the Companies Act, 2013
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of the Governance, Nomination and Remuneration Committee read with Rule 5(2) & 5(3) of the Companies (Appointment
(GNRC) of your Company, the Trustees of Mahindra & and Remuneration of Managerial Personnel) Rules, 2014 will
Mahindra Employees’ Stock Option Trust have granted be made available during 21 days before the Annual General
Stock Options to employees under the Mahindra & Mahindra Meeting in electronic mode to any Shareholder upon request
Limited Employees Stock Option Scheme 2010. No Stock sent at [email protected]. Such details are also
Options have been granted to employees under the Mahindra available on your Company’s website and can be accessed
& Mahindra Limited Employees Stock Option Scheme 2000 at the Web-link: https://www.mahindra.com/resources/FY23/
(2000 Scheme). AnnualReport.zip.
The Company has in force the following Schemes which Disclosures with respect to the remuneration of Directors,
get covered under the provisions of SEBI (Share Based Key Managerial Personnel (KMPs) and employees as required
under Section 197(12) of the Companies Act, 2013 read with This year significant emphasis was also laid towards raising
Rule 5(1) of the Companies (Appointment and Remuneration awareness on health and wellness of employees in addition
of Managerial Personnel) Rules, 2014 are given in to regular annual medical check-ups and health awareness
Annexure V to this Report. activities. Diet food has become a way of life. The Company
maintains an ‘Employee Health Index’ at an individual level,
Industrial Relations and this has been a useful tool in identifying employees who
The year under review witnessed a very positive Industrial require focussed counselling and monitoring.
Relations Scenario across all manufacturing locations for the
Proactive and employee-centric shop floor practices, a
Automotive and Farm Equipment Sectors.
focus on transparent communication of business goals, an
Your Company’s focus continues towards propagating proactive effective concern resolution mechanism, and a firm belief
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and employee centric practices. The transformational work that employees are the most valuable assets of the Company,
culture initiative that aims to create an engaged workforce are the cornerstone of your Company’s employee relations
with an innovative, productive and a competitive shop-floor approach. An ‘open door policy’ with constant dialogue to
ecosystem continues to grow in strength. create win-win situations have helped your Company build
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trust and harmony.
Some examples of the programs put in place includes
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‘Rise2.0 for Associates’, Associate Leadership Development The industrial relations scenario continued to be largely positive
Program, Development of Self-Managed Team, Employee of across all the manufacturing locations. Long Term Wage and
the year, e-compliance, reward and recognition for associates Bonus settlements were closed amicably for all the plants.
and programs on Code of Conduct, POSH, ABAC and Human
Rights. The Employee Relations Council is dedicated towards
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The sustained efforts towards building a transformational
work culture resulted in zero production loss in the Financial
Year 2022-23 and helped create a collaborative, healthy and
building a positive Work Culture and leads the design and
implementation of these programs and reviews its progress. productive work environment.
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With the objective of capability building, developing future Safety, Occupational Health and
ready workforce and fostering togetherness at the workplace, Environment
your Company implements multiple training and engagement
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Your Company has in place the Safety, Occupational Health

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programs on an ongoing basis. These include various

& Environment (SOH&E) Policy. During the year under review,
behavioural and functional programs such as Behavioural
the Company started all external physical assessments along
based safety, quality tools, TPM, continuous improvement,
with Integrated Management System (IMS) certifications as
decision making, learning agility and programs on skill
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per the following standards, ISO: 9001: 2015, ISO: 14001:

building such as Robotics, PLC Programming, Networking, etc.
2015 & ISO: 45001: 2018. The management commitment
ASDC certification program for selected Trainees were also
towards SOH&E is demonstrated by adopting amendment
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on offer. In its continuous endeavour to improve the employee

updates (including all notifications published) and
lifecycle processes, your Company has been ensuring that
incorporating the same in mCompliance portal. The Company
Employee Connect Centre (ECC), the digital form of traditional
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implemented various initiatives by incorporating all new

time office offers better experience in time and payroll
emission Government specifications by following respective
management of the associates. To enable self-paced learning,
notifications and guidelines complying to overall health and
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Learning Management System (LMS) on digital platform for

hygiene parameters. The achievements were assessed through
associates has been helping immensely during this fast paced
periodic reviews by conducting monitoring and measurement
work environment.
exercised by external authorized agencies.
The Mahindra Skill Excellence initiative, a holistic approach to
At manufacturing locations, various annual events like Road
enhance the skill and capabilities of shop floor associates, is
Safety Week, National Safety Day / Month and Fire Service
receiving good participation across manufacturing facilities.
Week were celebrated. The training programs were leveraged
In an endeavour to improve quality, reduce cost, ensure with new topics followed by on-the-job training (OJT) and
safety, and improve productivity, your Company’s shop floor virtual reality (V.R.) programs for competency building
associates managed to generate on an average 12 ideas per were deployed to train employees. In Safety, Health and
person in the Financial Year 2023. Environment competency building at Abhiyantriki, dexterity
training programs were arranged for associates. Special focus To eliminate and minimize the overall environmental impact
is given on safety and fire safety by introducing Self-Managed in line with the “Environmental, Social and Governance” (ESG)
Teams (SMT’s) supporting sustainability roadmap to fulfill the practices, your Company has continuously implemented
requirements. new projects. By revising the objectives, newer targets were
taken. New techniques used in various projects have been
The Company continues to focus on safety best practices,
implemented by your Company in zero carbon emission,
by conducting Safety observation tours (SoT), monthly
waste avoidance /minimization. Carbon footprint reduction
themes on safety topics arising out of OHS risks. Horizontal
is achieved by new kaizens in new energy conservation
deployment followed by immediate corrective actions (ICA) as
and improving share of renewable energy. Many of the
well as permanent corrective actions (PCA) are implemented Company’s new initiatives have been shared by your Company
and reviewed by top management. All monthly themes were
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by demonstrating Health & Wellness Stall to enhance
well participated and appreciated by all associates and officers. sustainability performance for children by celebrating them on
Vigorous drive to eliminate overall at-risk behaviors is the occasion of Founders Day. Rising awareness in the supplier
conducted by exercising Behavior Based Safety (BBS) community was initiated to encourage their consultation and
Level 2. In order to reduce fire risk, your Company introduced participation in order to enable them to overcome current
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new Dry Sprinkler Powder Aerosol (DSPA) fire protection and future business risks.
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system by upgrading and introducing modern technology to During the year under review, your Company started reporting
eliminate property losses. Monthly results were monitored by reviewing the implementation status under Extended
by reviewing office fire (prevention and protection) systems. Producer Responsibility Organizations (EPRO) with existing
Fire load reduction is monitored by setting up targets and
working towards sustenance of zero fire incidence across
each manufacturing location in each Sector. Additionally,
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set targets established by Central Government i.e., Central
Pollution Control Board by way of released new notifications on
Plastic, Tyers and batteries. Plastic elimination and recyclable
all locations are supported and protected by diesel engine packaging material in maximum number of spares is initiated
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powered hydrant system. by substituting the material as appropriate. Plastic waste
management activities cover pan India network developed
Your Company has followed pattern defined by Central Safety
for plastic waste recycling management for all the Company’s
Council (CSC) of Mahindra and Mahindra Group Companies by
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manufacturing plants and spares business units are also

establishing a cross functional team (CFT) after assessment
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involved with state wise network for its Suppliers and Dealers.
through The Mahindra Safety Way (TMSW). Total 25 parameters
are assessed and evaluated stage wise covering all sectors Your Company implemented various measures towards water
for the Mahindra Group companies across all the plants. neutrality and achieved recycling by processing STP water
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Upgradation of results declaration of reward and recognition through RO and achieving less consumption of freshwater
is given in Mahindra Rise Awards function. A virtual training requirement. By demonstrating implementation measures,
program was arranged on the topic – “Fire Safety @ Home” on a marked improvement has been observed in ground
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the occasion of Diwali festival for the employees of Mahindra water recharging.
Group Companies and their families with an objective to create Your Company continued its commitment to improve the
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awareness among employees and their family regarding Fire, well-being of employees and contract associates through
Fire hazards, Risk and Mitigation of the same. various activities. Education and awareness sessions were
conducted on enhancement by arranging Panel Discussion –
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Your Company carried out Risk to business analysis and

its mitigation plan, Management of change process, Gap Listen to Your Heart and webinars on various topics were
audits for designated license storage areas which were held i.e., General health, Awareness & COVID 19 Updates,
audited by competent persons authorized by respective Work Stress Management, Revive your Passion for work and
authority governing the respective compliance. The Company Session on Absenteeism.
has exercised Statutory Safety, Occupational Health and Programs are being conducted by renowned faculties for
Environmental, Fire Safety, Electrical Safety Audits. For Mahindra family members such as Mass Blood Pressure-
the year under review, your Company achieved substantial Screening Camp, Eye Check-up camp, Individual Physiotherapist
improvements in the results of Safety index and Fire Safety Consultation, Awareness session on Spine and Joint Care,
index by adopting new initiatives. Focused drive was taken on International Yoga Day Celebration followed by competitions
critical processes and operations. i.e., Best Yoga pose etc.
Additionally, the Company has initiated Nutrition Month to K. BOARD & COMMITTEES
improve health at the operational stages working towards
fat elimination at workplace. Mahindra Master Chef, on the Sad Demise of Mr. Keshub Mahindra,
spot salad making competition were organized for officers Chairman Emeritus of the Company
and associates. The objective behind the competition was Mr. Keshub Mahindra, Chairman Emeritus, Mahindra Group
to inculcate healthy food habits and awareness regarding passed away on 12th April, 2023. He was a well-known
the choice of food. The participant’s creativity was revealed philanthropist who redefined good corporate governance in
through the beautiful designs and patterns formed with India. He was an exemplary statesman and an irreplaceable
different mouth-watering recipes. figure in the Indian industry, revered for his vision, his
business acumen, his leadership by example, and above all,
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The Company has also initiated a project for Emotional Health
for his uncompromising professional integrity.
with an objective of improvement in sleep quality required to
maintain the health at workplace. Quote from Mr. Anand Mahindra, Chairman, Mahindra Group
Videos were created to improve the dexterity and posture “Mr. Keshub Mahindra was and will always remain a source
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observed by employees at shop floor. First aid refresher of inspiration for me and the entire Mahindra Group. He was
training programs were organized for employees and a man of principles and led from the front to preserve the
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associates. legacy of our founders which has ensured that the organisation
During the year, programs such as Cancer Awareness on has remained rooted in ethics, values and good corporate
Breast and Cervical Cancer screening camp for Women and
Health Talk – “Turn the Clock“ for all employees and their
family members, were arranged. Robust implementation of
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governance. Mr. Keshub Mahindra was known for his astute
business acumen that helped in transforming Mahindra Group
into a diversified federation of companies. His compassion, and
people-centric approach made him a global business icon, who
compliance for Bio-medical Waste Disposal Management is
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was much loved and respected”.
also monitored.
The Company aims at increasing awareness for environment Mr. Keshub Mahindra will continue to be an inspiration to
protection amongst all stakeholders by celebrating World everyone in the Mahindra Group.
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Ozone Day, World Environment Day, World Earth Day, World

Directors
Water Day and Energy Conservation Week and Water
Conservation Week, etc. on an annual basis. During the Financial Year 2022-23, there was no change in
the Directors of the Company.
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The Total Recordable Frequency Rate (TRFR) was 0.10

accidents per million hours worked in Financial Year 2022-23 Independent Directors
as compared to 0.08 in the last fiscal year.
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The Company has received declarations from all the

Certifications/Recertifications Independent Directors of the Company confirming that they
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meet the criteria of independence as prescribed both under

All Plants of your Company have undergone Surveillance
the Companies Act, 2013 and Listing Regulations.
Audits and were certified for Standard ISO 45001: 2018
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and ISO 14001: 2015. Further, all plants have implemented The Board is of the opinion that the Independent Directors
Integrated Management System (IMS). Your Company is of the Company hold highest standards of integrity and
re-certified for Zero Waste to Landfill with 99% and above possess requisite expertise and experience required to fulfil
conversion rate which ensures the commitment of recycling their duties as Independent Directors.
of waste at maximum extent to protect the environment.
In terms of Section 150 of the Companies Act, 2013
The Senior Management revises and reviews the read with Rule 6 of the Companies (Appointment and
performances periodically. Focus on new initiatives involving Qualification of Directors) Rules, 2014, Independent
all stakeholders coupled with management reviews have Directors of the Company have confirmed that they have
helped your Company to demonstrate further step towards registered themselves with the databank maintained by The
excellence in SOH&E performance. Indian Institute of Corporate Affairs, Manesar (“IICA”).
The Independent Directors are also required to undertake adequacy of time allocated at the Committee Meetings to
online proficiency self-assessment test conducted by IICA fulfil duties assigned to it, adequacy and timeliness of the
within a period of 2 (two) years from the date of inclusion Agenda and Minutes circulated, comprehensiveness of the
of their names in the data bank, unless they meet the discussions and constructive functioning of the Committees,
criteria specified for exemption. effectiveness of the Committee’s recommendation for the
decisions of the Board, etc.
The Independent Directors of the Company are exempt
from the requirement to undertake online proficiency Evaluation of Directors and Board
self-assessment test except Mr. Muthiah Murugappan who
A separate exercise was carried out by the Governance,
has successfully completed the online proficiency self-
Nomination and Remuneration Committee (“GNRC”) of the
assessment test.
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Board to evaluate the performance of Individual Directors.
The performance evaluation of the Non-Independent
Lead Independent Director
Directors and the Board as a whole was carried out by
Mr. Vikram Singh Mehta, Independent Director and the Independent Directors. The performance evaluation
Chairman of Governance, Nomination and Remuneration of the Chairman of the Board was also carried out by the
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Committee is the Lead Independent Director. The role Independent Directors, taking into account the views of
and responsibilities of the Lead Independent Director are the Executive Directors and Non-Executive Directors. The
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provided in the Corporate Governance Report forming performance evaluation of the Managing Director and the
part of this Annual Report. Executive Director of the Company was carried out by the
Retirement by rotation
Mr. Anand G. Mahindra and Mr. Vijay Kumar Sharma
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Chairman of the Board and other Directors.
Criteria for Independent Directors

retire by rotation and being eligible, offer themselves for The performance evaluation of Independent Directors was
re-appointment at the 77th Annual General Meeting of the
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based on various criteria, inter alia, including attendance
Company scheduled to be held on 4th August, 2023. at Board and Committee Meetings, skill, experience, ability
to challenge views of others in a constructive manner,
Board Evaluation knowledge acquired with regard to the Company’s business,
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understanding of industry and global trends, etc.

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Pursuant to the provisions of the Companies Act, 2013

and the Listing Regulations, the Board has carried out an
Criteria for Chairman
annual evaluation of its own performance and that of its
Committees as well as performance of all the Directors The performance evaluation of Chairman of the Board
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individually including Independent Directors, Chairman of was based on various criteria, inter alia, including style of
the Board, Managing Director & Chief Executive Officer and Chairman’s leadership, effective engagement with other
Executive Director and CEO (Auto and Farm Sector). Board members during and outside the meetings, allocation
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of time provided to other Board members at the meetings,

Feedback Mechanism effective engagement with shareholders during general
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meetings, etc.
Feedback was sought by way of a structured questionnaire
covering various aspects of the Board’s functioning such as
Criteria for Managing Director and Executive Director
adequacy of the composition of the Board and its Committees,
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Board Culture, Execution and Performance of Specific Duties, The performance evaluation of Managing Director and
Obligations and Governance and the evaluation was carried Executive Director was based on various criteria, inter alia,
out based on responses received from the Directors. including leadership style, standards of integrity, fairness
and transparency demonstrated, identification of strategic
Evaluation of Committees targets, anticipation of future demands and opportunities,
The performance evaluation of Committees was based on resource staffing to meet short term and long term goals,
criteria such as structure and composition of Committees, engagement with Board and Committee members, updating
attendance and participation of member of the Committees, Board on significant issues, commitment to organisational
fulfilment of the functions assigned to Committees by the values, vision and mission, adaptation to meet changing
Board and applicable regulatory framework, frequency and circumstances, knowledge and sensitivity of stakeholders’
needs within and outside the Company, demonstrated and qualified to become Directors and who may be appointed in
effective communication skills. the Senior Management Team in accordance with the criteria
laid down in the said Policy, succession planning for Directors
Results of Evaluation and Senior Management, and Policy statement for Talent
The results of the Evaluation for the year under review were Management framework of the Company.
shared with the Board, Chairman of respective Committees
Policy (b) mentioned above sets out the approach to
and individual Directors. The results of Evaluation showed
Compensation of Directors, Key Managerial Personnel and
high level of commitment and Engagement of Board, its
other employees in the Company.
various Committees and Senior leadership.
Policies mentioned at (a) and (b) above are
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As part of the outcome of the Performance Evaluation available on the website and can be accessed
exercise it was noted that the Board is Independent, operates in the Governance section at the Web-link:
at a high level of Governance Standards and is committed to https://www.mahindra.com/investor-relations/policies-and-
creating value for all stakeholders. documents.
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It was also noted that the Meetings of the Board are well
Familiarisation Programme for Independent
planned and run effectively by the Chair, its Committees are
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Directors / Non-Executive Directors
managed well and continue to perform on their respective
focus areas of Governance and Internal Controls. The Members of the Board of the Company are afforded
It was also noted that the Company during the year under
review conducted a session on EV familiarisation with the
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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
Board highlighting the Company’s Strategy and Approach better understanding of the Company, its various operations
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and an Exclusive Strategy and Technology Meeting with and the industry in which it operates.
the Board Members to apprise and seek feedback from the
All the Independent Directors of the Company are made
Board on future initiatives in these areas.
aware of their roles and responsibilities at the time of
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Based on the outcome of the Evaluation of the year under their appointment through a formal letter of appointment,
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review, the Board has agreed to maintain the High Standards which also stipulates various terms and conditions of their
of Governance, Visibility and Interaction in the coming years. engagement.
Executive Directors and Senior Management provide

The Directors expressed their satisfaction with the Evaluation
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an overview of the operations and familiarize the new

process. During the year under review, GNRC ascertained
Non-Executive Directors on matters related to the
and reconfirmed that the deployment of “questionnaire” as
Company’s values and commitments. They are also
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a methodology, is effective for evaluation of performance of

introduced to the organization structure, constitution of
Board and Committees and Individual Directors.
various committees, board procedures, risk management
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strategies, etc.
Policies
Your Company has adopted the following Policies which, Strategic Presentations are made to the Board where
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inter alia, include criteria for determining qualifications, Directors get an opportunity to interact with Senior
positive attributes and independence of a Director: Management. Directors are also informed of the various
developments in the Company through Press Releases,
(a) Policy on Appointment of Directors and Senior
emails, etc.
Management and succession planning for orderly
succession to the Board and the Senior Management; The Company has a web based portal i.e. Board portal,
(b) Policy for remuneration of the Directors, Key Managerial accessible to all the Directors which, inter alia, contains the
Personnel and other employees. following information:
Policy (a) mentioned above includes the criteria for ● Roles, responsibilities and liabilities of Independent
determining qualifications, positive attributes and Directors under the Companies Act, 2013 and the Listing
independence of a Director, identification of persons who are Regulations
● Board Minutes, Agenda and Presentations (e) they have laid down adequate Internal Financial Controls
to be followed by the Company and such Internal
● Annual Reports
Financial Controls were operating effectively during the
● Code of Conduct for Directors Financial Year ended 31st March, 2023;
● Terms and conditions of appointment of Independent
(f) they had devised proper systems to ensure compliance
Directors.
with the provisions of all applicable laws and that
Pursuant to Regulation 25(7) of the Listing Regulations, such systems were adequate and operating effectively
the Company imparted various familiarisation programmes throughout the Financial Year ended 31st March, 2023.
for its Directors including periodic review of Investments
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Board Meetings, Annual General Meeting
of the Company at Strategic Investment Committee
and NCLT Convened Meeting
Meetings, Regulatory updates, Industry Outlook, Business
Strategy at the Board Meetings and changes with respect A calendar of Meetings is prepared and circulated in advance
to the Companies Act, Taxation and other matters, Listing to the Directors.
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Regulations, Framework for Related Party Transactions, etc.
at the Audit Committee Meetings, Economic Environment & During the year 1st April, 2022 to 31st March, 2023, nine
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Global Scenario, Frontier Risks, Business Entity Risks, etc. at Board Meetings were held on: 28th May, 2022, 7th July,
the Risk Management Committee Meetings, Products Launch 2022, 5th August, 2022, 19th August, 2022, 9th September,
and Showcase of New Vehicles, etc. The details as required
under Regulations 46 and 62(1A) of the Listing Regulations
are available on the website of your Company at the web link:
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2022, 10th and 11th November, 2022, 21st November,
2022, 10th February, 2023 and 15th March, 2023. The
76th Annual General Meeting (AGM) of the Company was
https://www.mahindra.com/resources/FY23/AnnualReport.zip. held on 5th August, 2022 through Video Conferencing / Other
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Audio Visual Means.
Directors’ Responsibility Statement
Further, a Meeting of the Equity Shareholders of your
Pursuant to section 134(5) of the Companies Act, 2013,
Company was convened on 19th August, 2022 through
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your Directors, based on the representations received

VC / OVAM facility as per the directions of the Hon’ble
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from the Operating Management and after due enquiry,

National Company Law Tribunal (“NCLT”), Mumbai Bench vide
confirm that:
its Order dated 10th June, 2022.
(a) in the preparation of the annual accounts for the
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Financial Year ended 31st March, 2023, the applicable Meetings of Independent Directors
accounting standards have been followed; The Independent Directors of your Company often meet
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before the Board Meetings without the presence of the

(b) they had in consultation with Statutory Auditors,
Chairman of the Board or the Managing Director or the
selected accounting policies and applied them
Executive Director or other Non-Independent Directors
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consistently, and made judgments and estimates that

or Chief Financial Officer or any other Management
are reasonable and prudent so as to give a true and
Personnel.
fair view of the state of affairs of the Company as at
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31st March, 2023 and of the profit of the Company for These Meetings are conducted in an informal and flexible
the year ended on that date; manner to enable the Independent Directors to discuss
matters pertaining to, inter alia, review of performance
(c) they have taken proper and sufficient care for the
of Non-Independent Directors and the Board as a whole,
maintenance of adequate accounting records in
review the performance of the Chairman of the Company
accordance with the provisions of the Companies Act,
(taking into account the views of the Executive and
2013 for safeguarding the assets of the Company and
Non-Executive Directors), assess the quality, quantity and
for preventing and detecting fraud and irregularities;
timeliness of flow of information between the Company
(d) they have prepared the annual accounts on a going Management and the Board that is necessary for the Board
concern basis; to effectively and reasonably perform their duties.
Five Meetings of Independent Directors were held during the end of each quarter and submitted by the Managing Director
year and these meetings were well attended. to the Board.
Audit Committee Ethics Framework

The Committee comprises of four Directors viz. The Company’s revised Code of Conduct (the Code) for
Mr. T. N. Manoharan (Chairman of the Committee), employees outlines the commitment to the principles of
Ms. Shikha Sharma, Mr. Vikram Singh Mehta and Mr. Haigreve integrity, transparency, and fairness. The refreshed Code
Khaitan. All the Members of the Committee are Independent has been contemporised and aligned with the changes in
Directors and possess strong accounting and financial the internal and the external environments. It enables the
management knowledge. The Company Secretary of the Company to make the right choices and demonstrate the
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Company is the Secretary of the Committee. highest standards of integrity and ethical behaviour.
During the year, the scope of Audit Committee was amended The Ethics & Governance framework is also anchored by
to, inter alia, align with the provisions of SEBI (Listing clearly defined policies and procedures, covering areas such
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Obligations and Disclosure Requirements) (Sixth Amendment) as Anti-Bribery and Anti-Corruption Policy (ABAC), Policy on
Regulations, 2022, the details of which are furnished in the Gifts & Entertainment (G&E), Policy on Prevention of Sexual
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Report on Corporate Governance that forms part of this Harassment at Workplace (POSH), Whistle-Blower Policy (WB),
Annual Report. Business Partner Code of Conduct, Supplier Code of Conduct
to ensure robust Corporate Governance.
All the recommendations of the Audit Committee were
accepted by the Board. LIN
The Code of Conduct and all the Company’s policies are
accessible on the Company’s website; in the Governance
section at the Web-link: https://www.mahindra.com/investor-
L. GOVERNANCE
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relations/policies-and-documents and on the Rise@Work the
Corporate Governance Company’s intranet as well as on the mobile app Me-connect.
Your Company has a rich legacy of ethical governance During the year, ABAC and G&E policies were revised to align
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practices many of which were implemented by the Company,

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it with global governance practices. An annual awareness

even before they were mandated by law. Your Company is program was implemented to enhance the understanding of
committed to transparency in all its dealings and places high the revised Code and policies. New joiners are mandatorily
emphasis on business ethics. required to undertake e-learning modules on the Code, POSH
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and ABAC. For reinforcing Code and policies, existing employees

Your Company continued to feature in the ‘Leadership’
are further required to complete mandatory e-Learning
category in the Corporate Governance Scorecard 2022
(refresher) modules on the Code of Conduct, and other policies
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which is developed by Institutional Investor Advisory Services

viz; POSH, G&E and ABAC, annually. In addition to this, an Annual
India Limited (“IiAS”) with support from International Finance
Compliance Declaration Module is mandated for the employees.
Corporation (“IFC”) and BSE Limited (“BSE”).
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In order to achieve regular reinforcement of the Code and

A Report on Corporate Governance along with a Certificate
policies across the Company; the Ethics program has the
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from the Statutory Auditors of the Company regarding

support of 145 Ethics Counsellors who help the Company
compliance with the conditions of Corporate Governance as
to amplify the values which the Company stands for and
stipulated under Schedule V of the Listing Regulations forms
facilitate regular conversations and training with their cohorts.
part of this Annual Report.
The Ethics Counsellors are trained by subject matter experts
(internal / external) on ethics and policies throughout the
Compliance Management
year. During the year, they have trained approximately 3,500
The Company has adopted a compliance management tool employees and associates across various geographies on
which provides system-driven alerts to the respective owners the Code and policies related to ABAC, G&E, POSH and WB.
for complying with the applicable laws and regulations. Further, your Company has driven sensitisation on the Code
Certificates capturing the compliance status of all laws and and other ethics policies vide ethical guidelines, emailers,
regulations applicable to the Company are generated at the videos, standees and posters across locations.
The Company’s Vigil mechanism process is clearly defined on the website of the Company and can be accessed in the
for identifying and resolving breaches related to the Code Governance section at the Web-link: https://www.mahindra.
of Conduct and the Company’s Ethics Policies. It is regularly com/investor-relations/policies-and-documents. All employees
communicated throughout the Company vide the ‘Speak Up (permanent, contractual, temporary, trainees) as defined under
campaign’. Data relating to such breaches are reviewed by the Act are covered in this Policy. The POSH Policy is gender
the Corporate Governance Council and the Audit Committee inclusive and the framework ensures complete anonymity and
that helps in determining the allocation of resources for confidentiality, the details of which may be referred to in the
future policy development, any review of policies, process Board’s Report.
improvement, training and awareness initiatives. The Corporate
Governance Council ensures that the Ethics & Governance Internal Complaints Committees (“ICC”) have been constituted
to redress complaints of sexual harassment and the Company
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framework is executed effectively. The Group Ethics and
Governance Committee and Business Ethics and Governance has complied with the provisions relating to the constitution of
Committees help to ensure decisions on substantiated cases ICC under the Act. While maintaining the highest governance
are taken in a fair, just and consistent manner across various norms, ICC are constituted for various locations. Half of the
total members of the ICC are women. The external members
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functions of that business.
with requisite experience in handling such matters are
also part of the ICC. The ICC is presided over by a senior
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Vigil Mechanism
woman employee in each case. Inquiries are conducted and
The Vigil Mechanism as envisaged in the Companies Act, recommendations are made by the ICC at the respective
2013, the Rules prescribed thereunder, and the Listing
Regulations is implemented through the Company’s
Whistle-Blower Policy. The Whistle-Blower Policy of your
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locations. The ICC is updated on judicial trends and trained
regularly on the nuances of the Act.
During the fiscal year under review, 9 complaints alleging

Company is available on the Company’s website and can
sexual harassment were filed and 9 were resolved vide
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be accessed in the Governance section at the Web-link:
taking appropriate actions as per the provisions of the Act.
https://www.mahindra.com/investor-relations/policies-and-
No complaints are pending inquiry as of 31st March, 2023.
documents.
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Continuous awareness in this area has been created vide

It enables the Directors, employees and all stakeholders of
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the POSH campaign reiterating Mahindra’s commitment to

the Company to report genuine concerns (about unethical
providing a safe workplace to all its employees. During the year,
behaviour, actual or suspected fraud, or violation of the Code)
the Company organised sensitization and awareness programs
and provides for adequate safeguards against victimisation of
vide inductions for new joiners, e-learning modules for all
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persons who use such mechanism and makes provision for

employees, trainees, associates including sending emailers,
direct access to the Chairman of the Audit Committee.
creating standees and posters to sensitise all employees to
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A quarterly report on the whistle-blower complaints, as conduct themselves in a professional manner. Further, virtual
received, is placed before the Audit Committee for its review. and classroom training sessions were conducted by the
Company’s Ethics Counsellors. The Company also organised
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During the year, the Company received 147 whistle-blower offline leadership conversations on gender sensitisation and
complaints, out of which 132 complaints were investigated employee interactive sessions including conscious inclusions.
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and appropriate actions were taken and investigations were

underway for the remaining 15 complaints. Business Responsibility and Sustainability
Report
The Sexual Harassment of Women at
SEBI vide its Notification dated 5th May, 2021 had amended
Workplace (Prevention, Prohibition and
Regulation 34 of the Listing Regulations, wherein SEBI has
Redressal) Act, 2013
mandated that Business Responsibility Report (“BRR”) shall be
The Company has Zero Tolerance towards sexual harassment discontinued after the Financial Year 2021–22 and thereafter,
at the workplace. A detailed POSH Policy is in place as per with effect from the Financial Year 2022–23, the Top 1,000
the requirements of The Sexual Harassment of Women listed entities based on market capitalization shall submit a
at Workplace (Prevention, Prohibition and Redressal) Act, Business Responsibility and Sustainability Report (“BRSR”) in
2013 (“Act”). The POSH Policy of the Company is available the format as specified by SEBI from time to time.
The Company has prepared the BRSR for the Financial Year including cyber security and related risks and also those which
2022–23 in accordance with the format as prescribed in the in the opinion of the Board may threaten the existence of
SEBI Circular dated 10th May, 2021. the Company. Risk management process has been established
across the Company and is designed to identify, assess and
The BRSR is intended towards having quantitative and frame a response to threats that affect the achievement of
standardized disclosures on ESG parameters to enable its objectives. Further, it is embedded across all the major
comparability across companies, sectors and time. Such functions and revolves around the goals and objectives of the
disclosures will be helpful for investors to make better organization.
investment decisions. The BRSR shall also enable companies
to engage more meaningfully with their stakeholders, by
encouraging them to look beyond financials and towards
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CORPORATE SOCIAL RESPONSIBILITY AND
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social and environmental impacts.
SUSTAINABILITY
The BRSR of your Company for the Financial Year 2022-23

Corporate Social Responsibility (CSR)
forms part of this Annual Report as required under Regulation “Challenge conventional thinking and innovatively use all our
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34(2)(f) of the Listing Regulations. resources to drive positive change in the lives of our stakeholders
and communities across the world, to enable them to RISE.”
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Your Company strongly believes that sustainable and inclusive
growth is possible by using the levers of environmental Aligned with the above stated core purpose, for more than
and social responsibility while setting aspirational targets 75 years, your Company has been at the forefront of helping
and improving economic performance to ensure business
continuity and rapid growth.
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people RISE through impactful CSR projects that have
addressed critical issues of our time. CSR for a business
includes being responsible for its business processes and
Your Company is committed to leverage ‘Alternative Thinking’
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products, and engaging in accountable relationships with its
to build competitive advantage in achieving high shareholder
employees, customers, and the community. Your Company has
returns through customer centricity, innovation, good
built its reputation as a good corporate citizen by not only
governance and inclusive human development while being
doing good business, but also by driving positive change in
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sensitive to the environment.

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society. For your Company, CSR is not only about adhering to

Risk Management statutory and legal compliances but also creating social and
environmental value for its stakeholders thus contributing to
Your Company has a well-defined risk management framework
build an equal and future-ready nation.
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in place. The risk management framework works at various

levels across the enterprise. These levels form the strategic Your Company has a vibrant CSR portfolio that primarily
defence cover of the Company’s risk management. The serves the constituencies of girls and women and supports
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Company has a robust organizational structure for managing the environment through a massive tree plantation drive. It has
and reporting on risks. delved into the tenets of Environment, Social and Governance
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(ESG) and has approached business conscientiously through

Your Company has constituted a Risk Management Committee
sustainable and inclusive projects. For the Financial Year
of the Board which is authorized to monitor and review risk
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2022-2023, your Company continued to focus on investing

management plan and risk certificate. The Committee is also
in girls, women, and tree plantations through high standard
empowered, inter alia, to review and recommend to the Board
projects in the domains of education, skill development, and
modifications to the Risk Management Policy. Further, the
environment. This year your Company made special efforts in
Board has constituted a Corporate Risk Council comprising
the Senior Executives of the Company. The terms of reference supporting women in rural as well as urban areas of India.
of the Council include review of risks and Risk Management Significant partnerships and strategies led to leveraging
Policy at periodic intervals. expertise and resources leading to greater social impact. As
a thought leader and a pioneer in CSR, your Company has
Your Company has developed and implemented a Risk invested in transformational collaborations thereby enabling
Management Policy which is approved by the Board. The Risk and empowering many more girls, women and farmers across
Management Policy, inter alia, includes identification of risks, the country to RISE.
The impact of some of the CSR projects your Company Shravasti (UP) and Wardha (Maharashtra) were provided
invested in for the Financial Year 2022-2023 are shown below: knowledge in regenerative organic farming practice.
This intervention helped women farmers reduce their
–
Project Nanhi Kali supported the education of 1,86,041 agriculture input cost and increase income from sale of
underprivileged girls through 7,674 Academic Support crops.
Centres across 22 Districts in 9 States of India. Of these,
your Company continued to support 52,658 girls, which –
Women Economic Empowerment in ITES and Apparel
includes an additional 14,562 girls enrolled in FY 22-23, Sector: In alignment to your Company’s commitment to
while the Mahindra Group in total supported 85,778 girls. Women’s Empowerment, new pilot projects were initiated
Given the high dropout rates and learning gaps amongst to skill and provide employment opportunities for women
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teenage girls in India, Project Nanhi Kali also introduced in ITES and Apparel Sector. The objective of these pilots
training programmes in Life Skills and Digital Skills to was to explore the potential job opportunities for women
empower underprivileged girls in this age group. Over in these Sectors. Under this initiative, 7,076 women have
31,908 additional girls were trained under these initiatives been trained in the respective domain skills in the States
of Telangana and Tamil Nadu, of these 6,232 women were
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across 2 states. Of these, the Mahindra Group supported
25,600 girls which included 15,000 girls supported by trained by your Company.
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the Company.
–
Project Hariyali aims to increase the green cover, arrest
–
Mahindra Pride Classrooms: Mahindra Pride Classrooms the rising ecological imbalance, protect the biodiversity
continued to enhance employability skills of women
through Mahindra Pride Classrooms conducted in
Government colleges, ITIs and Polytechnic Institutes across
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and in the process support the livelihood of marginalized
farmers. Through this intervention, the Mahindra Group
planted 2.21 million trees in FY23. Your Company
19 states in India. In FY23, the Mahindra Pride Classroom contributed towards plantation of 1.59 million trees, out of
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intervention transformed from a youth focussed initiative which 1.31 million trees were planted in the Araku Valley,
to a 100% women beneficiary programme and supported which besides greening the environment also provided
skills enhancement of 1,66,666 women in 1,697 livelihood support to 3,275 tribal farmer families. Project
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colleges. Out of the total women, 1,03,699 women were Hariyali has been further extended in Northern India in
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supported through your Company. The programme also the States of HP, UP and Punjab. With the plantation of
supported 1,256 men, leading to a total beneficiary count more than 19 varieties of fruit, forest and shade trees,
of 1,67,922 supported by Mahindra Group. farmers are ensured a diversified source of income from
these species of saplings planted. The farmers have
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–
Women based farm livelihood: PRERNA Under Prerna been trained in global organic farming protocols which
intervention, your Company continued to support rejuvenate the soil, increase water retention and soil
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11,111 women farmers by training them in effective organic carbon. To date, 22.86 million trees have been
farming practices and advisory services including soil planted through Mahindra Hariyali, of which 14.90 million
health, access to gender friendly farm equipment, linkages
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trees have been planted in Araku which supports the

to Government welfare support initiatives, resource livelihood of 26,000 tribal farmer families.
efficient agriculture methodologies, and increasing crop
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productivity. The intervention was undertaken across –

Water Conservation: Your Company continued its efforts
6 states with predominant focus on rural community. on Watershed Development Fund (WDF) and Climate
Change Adaptation (CCA) Projects with NABARD in two
–
Women Economic Empowerment through Regenerative locations:- (1) At Hatta, District Damoh, Madhya Pradesh
Agriculture: The main objective of the programme was to for developing National Priority Areas of Aspirational
enable women farmers to use regenerative agriculture as District (2) Development of River Basin in Igatpuri Block,
a technique to transform the soil on their land, increase Nashik District, Maharashtra covering 34 villages with
productivity and earn profits throughout the year, in land area of 18,000 hectares. During FY23, your Company
addition to ensuring food and nutrition security for their supported 7,939 farmers through various interventions
families. Through this project sponsored by your Company, of soil and water conservation works, crop diversification
45,529 women farmers from Moga, Tarn Taran (Punjab), measures, livelihood training / support and drudgery
reduction initiatives for Integrated Development of the CSR Policy

rural catchment. Besides this, 5 States were covered
The Corporate Social Responsibility Committee had formulated
under region specific water initiatives to cover 19,446
and recommended to the Board, a Corporate Social
beneficiaries cumulatively.
Responsibility Policy (CSR Policy) which was subsequently
–
Employee Volunteering: Mahindra Group has a robust adopted by it and is being implemented by the Company.
volunteering programme through the Employee Social The CSR Policy including a brief overview of the projects or
Options (Esops) and MySeva platforms. While Esops programs undertaken by the Company can be accessed in the
programme is organised by the Mahindra Group, MySeva Governance section at the web-link: https://www.mahindra.
recognizes individual acts of Social Responsibility com/investor-relations/policies-and-documents.
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undertaken by Mahindra group employees. Through these
employee volunteering platforms 55,873 employees CSR Committee
invested 4,53,884.50 person hours of their personal time The CSR Committee comprises of Dr. Vishakha N. Desai
in numerous volunteering activities. Of these, 10,587 (Chairperson), Mr. Anand G. Mahindra, Dr. Anish Shah, Mr. Vikram
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were employees of the Company who contributed Singh Mehta and Mr. Muthiah Murugappan.
55,272 person hours towards a variety of social causes. The Committee, inter alia, reviews and monitors the CSR as well
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At the group level, 1,46,721 person hours were invested as Business Responsibility and Sustainability activities.
through individual acts of Social Responsibility and the
The scope of the Committee was enhanced during the year by
balance 3,07,163.50 person hours were contributed
through Esops. A major development has been declaration
of 5th December as “Mahindra Volunteering Day”. The
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including in its Charter Environment, Social and Governance (ESG)
related matters, the details of which are furnished in the Report
on Corporate Governance that forms part of this Annual Report.
very first Mahindra Volunteering Day celebrated on
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5th December, 2022 had 9,301 employees contributing During the year under review, your Company spent
26,944 person hours. Rs. 92.28 crores on CSR activities. The amount equal to 2% of
the average net profit for the past three financial years required
During the Financial Year 2022-23, your Company was to be spent on CSR activities was Rs. 91.87 crores. The Board
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humbled to receive following awards for its contribution to

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has considered the Impact Assessment Reports at its meeting

the society: held on 26th May, 2023. The detailed Annual Report on the CSR
activities undertaken by your Company in the Financial Year
1. Honorable Mention - Skill Development and Livelihood
2023 along with the Executive Summary for Impact Assessment
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Category – National CSR Awards 2020 by Ministry of

Reports of the applicable projects, is annexed herewith and
Corporate Affairs (Announced in August 2022) marked as Annexure VI.
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2. Telangana State Industry Award – Silver Category for best The complete Impact Assessment Reports of the
CSR practice- Covid relief (March 2023) applicable projects can be accessed at the Web-link:
https://www.mahindra.com/resources/FY23/AnnualReport.zip.
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3. Global CSR Excellence & Leadership Award 2023 – Winner

in the ‘Women Empowerment’ Category (February 2023)
Sustainability
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4. Best CSR Initiative “Project Pani” by ITOTY Awards

During the year under review, the 15th Sustainability Report
(July 2022) for the year 2021-22 was released. The Report was externally
5. UBS Forum CSR Excellence Award 2022 for Community assured by KPMG and prepared in accordance with the GRI
Health Project (November 2022) Standards - Core option.
The Company plans to build a ‘Planet Positive Mahindra’ by
6. CSR Times Award for Water Conservation Project
focusing on three key pillars, greening ourselves, decarbonizing
(December 2022)
the industry and rejuvenating nature. Under pillar greening
7. Best CSR Contribution Certificate by Government of ourselves, the Company focuses on enhancing use of renewable
Punjab (January 2023) energy, improving energy and water productivity, embedding
material circularity and ensuring no waste goes to landfill. To N. SECRETARIAL

decarbonize the industry, transition to electric vehicles and
alternate fuels, enabling supply chain to follow environment Share Capital
friendly practices and end of vehicle recycling are major
During the year under review, the Authorised Share Capital of
considered aspects. Beyond the industry boundary, to rejuvenate
the Company stood increased to Rs. 11,681.5 crores divided
nature, the Company aims regenerative farming, planting over
million trees every year, investing in green technologies like into 2031,30,00,000 Ordinary (Equity) Shares of Rs. 5 each
solar, green buildings and micro irrigation. and 25,00,000 Unclassified shares of Rs. 100 each and
150,00,00,000 Preference Shares of Rs. 10 each pursuant to
ESG information of the Company has been disclosed under
the Scheme of Merger by Absorption of Mahindra Engineering
Dow Jones Sustainability Index (DJSI), Carbon Disclosure Project
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and Chemical Products Limited, Retail Initiative Holdings Limited
(CDP) and World Economic Forum’s (WEF) stakeholder capitalism
and Mahindra Retail Limited with the Company becoming
metrics.
effective from 29th April, 2022.
Your Company has committed to Science Based Target, an
initiative to restrict average global temperature rise in alignment The Authorised Share Capital of the Company further stands
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of Paris Climate Change Agreement. The Mahindra Group is increased to Rs. 12,681.5 crores divided into 2231,30,00,000
committed to become Carbon Neutral by 2040. Ordinary (Equity) Shares of Rs. 5 each and 25,00,000 Unclassified
E.
Senior leadership of the Company participated in various shares of Rs. 100 each and 150,00,00,000 Preference Shares of
engagement programs like SEBI Advisory Committee on Rs. 10 each pursuant to the Scheme of Merger by Absorption
BRSR, Circular Economy Symposium by FICCI and WEF CEO
Climate Alliance.
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of Mahindra Electric Mobility Limited (“MEML”) with the Company
and their respective shareholders (“MEML Scheme”) becoming
The Sustainability performance for your Company for the effective on 2nd February, 2023.
Financial Year 2022-23 will be elaborated in detail in the
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The issued, subscribed and paid-up Share Capital of the
GRI Report which is under preparation and will be ready for
release shortly. Company was increased from Rs. 621.60 crores comprising
of 124,31,92,544 Ordinary (Equity) Shares of Rs. 5 each fully
Your Company was recognized for its leadership position on the
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paid-up to Rs. 621.76 crores divided into 124,35,28,831

ESG dimensions during the year under review, by way of the
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following: Ordinary (Equity) shares of Rs. 5 each upon allotment

of 3,36,287 Ordinary (Equity) shares of Rs. 5 each to the
● Only Automobile Company globally disclosing Core &
shareholders of MEML on 23rd February, 2023 pursuant to
Expanded metrics as per WEF’s Stakeholder Capitalism
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the MEML Scheme.

Metrics during the year 2022.
● Part of Dow Jones Sustainability World & Emerging Market Compliance with the provisions of Secretarial
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Indices, for the 2nd consecutive year thereby being the only Standard 1 and Secretarial Standard 2
Indian automobile company to do so.
The applicable Secretarial Standards, i.e. SS-1 and SS‑2,
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● Felicitated by CDP as Supplier Engagement Leader for the

relating to ‘Meetings of the Board of Directors’ and
year 2022.
‘General Meetings’ respectively, have been duly complied by
● Inclusion in S&P Global Sustainability Yearbook 2023.
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your Company.
Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings Annual Return
and Outgo Pursuant to section 134(3)(a) and section 92(3) of the
The information pertaining to conservation of energy, technology Companies Act, 2013 read with Rule 12(1) of the Companies
absorption, foreign exchange earnings and outgo as required (Management and Administration) Rules, 2014, a copy of the
under section 134(3)(m) of the Companies Act, 2013 read with Annual Return is placed on the website of the Company and
Rule 8(3) of the Companies (Accounts) Rules, 2014 is attached can be accessed at https://www.mahindra.com/resources/FY23/
as Annexure VII and forms part of this Report. AnnualReport.zip.
O. POLICIES 3. Significant or material orders passed by the Regulators or

Courts or Tribunals which impact the going concern status
The details of the Key Policies adopted by the Company are
and the Company’s operation in future.
mentioned at Annexure VIII to the Board’s Report.
4. Voting rights which are not directly exercised by the
P.
PROCEEDINGS UNDER THE INSOLVENCY AND employees in respect of shares for the subscription /
BANKRUPTCY CODE, 2016 (31 OF 2016) purchase of which loan was given by the Company
(as there is no scheme pursuant to which such persons
There were two proceedings initiated / pending against your
can beneficially hold shares as envisaged under
Company under the Insolvency and Bankruptcy Code, 2016
section 67(3)(c) of the Companies Act, 2013).
which do not materially impact the business of the Company.
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While in one case the Company has filed its detailed reply and 5. There has been no change in the nature of business of your
the matter is pending for final hearing, the other matter is still Company.
under objection.
6. The Company has not made any one-time settlement for
loans taken from the Banks or Financial Institutions, and
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Q. GENERAL hence the details of difference between amount of the
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Neither the Managing Director nor the Executive Director valuation done at the time of one time settlement and
received any remuneration or commission from any of the the valuation done while taking loan from the Banks or
subsidiaries of your Company. Financial Institutions along with the reasons thereof is not
Your Directors state that no disclosure or reporting is required

in respect of the following items as there were no transactions /
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applicable.
7. There was no revision of financial statements and Board’s

Report of the Company during the year under review.
events on these items during the year under review:
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1. Issue of equity shares with differential rights as to dividend, For and on behalf of the Board
voting or otherwise.
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2. Issue of Shares (including Sweat Equity Shares) to ANAND G. MAHINDRA

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employees of the Company under any Scheme save and Chairman

except Employees Stock Option Schemes (ESOS) referred DIN: 00004695
to in this Report. Mumbai, 26th May, 2023
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ANNEXURE I
Dividend Distribution Policy

The Dividend Distribution Policy (“the policy”) establishes the principles to ascertain amounts that can be distributed to equity
shareholders as dividend by the Company as well as enable the Company strike balance between pay-out and retained earnings,
in order to address future needs of the Company. The policy shall come into force for accounting periods beginning from
1st April, 2016.
Dividend would continue to be declared on per share basis on the Ordinary Equity Shares of the Company having face value
Rs. 5 each. The Company currently has no other class of shares. Therefore, dividend declared will be distributed amongst all
shareholders, based on their shareholding on the record date.
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Dividends will generally be recommended by the Board once a year, after the announcement of the full year results and before
the Annual General Meeting (AGM) of the shareholders, as may be permitted by the Companies Act. The Board may also declare
interim dividends as may be permitted by the Companies Act.
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The Company has had a consistent dividend policy that balances the objective of appropriately rewarding shareholders through
dividends and to support the future growth.
E.
As in the past, subject to the provisions of the applicable law, the Company’s dividend payout will be determined based on
available financial resources, investment requirements and taking into account optimal shareholder return. Within these
standalone Profits after Tax (PAT) of the Company. LIN

parameters, the Company would endeavor to maintain a total dividend pay-out ratio in the range of 20% to 35% of the annual
While determining the nature and quantum of the dividend payout, including amending the suggested payout range as above,
the Board would take into account the following factors:
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● Internal Factors:
i. Profitable growth of the Company and specifically, profits earned during the financial year as compared with:
a. Previous years and
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b. Internal budgets,
ii. Cash flow position of the Company,

iii. Accumulated reserves,
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iv. Earnings stability,

v. Future cash requirements for organic growth/expansion and/or for inorganic growth,
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vi. Brand acquisitions,

vii. Current and future leverage and, under exceptional circumstances, the amount of contingent liabilities,
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viii. Deployment of funds in short term marketable investments,

ix. Long term investments,
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x. Capital expenditure(s), and

xi. The ratio of debt to equity (at net debt and gross debt level).
● External Factors:
i. Business cycles,
ii. Economic environment,
iii. Cost of external financing,
iv. Applicable taxes including tax on dividend,
v. Industry outlook for the future years,

vi. Inflation rate, and
vii. Changes in the Government policies, industry specific rulings & regulatory provisions.
Apart from the above, the Board also considers past dividend history and sense of shareholders’ expectations while determining
the rate of dividend. The Board may additionally recommend special dividend in special circumstances.
The Board may consider not declaring dividend or may recommend a lower payout for a given financial year, after analyzing the
prospective opportunities and threats or in the event of challenging circumstances such as regulatory and financial environment.
In such event, the Board will provide rationale in the Annual Report.
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The retained earnings of the Company may be used in any of the following ways:
i. Capital expenditure for working capital,
ii. Organic and/or inorganic growth,
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iii. Investment in new business(es) and/or additional investment in existing business(es),
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iv. Declaration of dividend,
v. Capitalisation of shares,
vi. Buy back of shares,

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vii. General corporate purposes, including contingencies,
viii. Correcting the capital structure,

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ix. Any other permitted usage as per the Companies Act, 2013.
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Information on dividends paid in the last 10 years is provided in the Annual Report.
This policy may be reviewed periodically by the Board. Any changes or revisions to the policy will be communicated to
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shareholders in a timely manner.
The policy will be available on the Company’s website and the link to the policy is: https://www.mahindra.com/resources/investor-
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reports/FY17/Governance/MM-Dividend-Distribution-Policy-29-9-2016-Final.pdf
The policy will also be disclosed in the Company’s annual report.

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ANNEXURE II
Form No. AOC–2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)
Form for disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred
to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third
proviso thereto
1. Details of contracts or arrangements or transactions not at arms length basis—
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There were no contracts or arrangements or transactions entered into during the year ended 31st March, 2023, which were
not at arms length basis.
2. Details of material contracts or arrangement or transactions at arms length basis—
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There were no material contracts or arrangements or transactions for the year ended 31st March, 2023 as per the provisions
E.
of the Companies Act, 2013. Thus this disclosure is not applicable.
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ANAND G. MAHINDRA
Chairman
DIN: 00004695
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ANNEXURE III
SECRETARIAL AUDIT REPORT

For the financial year ended 31st March, 2023
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To, the audit period covering the financial year ended on

The Members, 31st March, 2023, complied with the statutory provisions
listed hereunder and also that the Company has proper
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Mahindra & Mahindra Limited
Board-processes and compliance-mechanism in place to the
Gateway Building
extent, in the manner and as reported hereinafter.
Apollo Bunder
Mumbai 400001 I have examined the books, papers, minute books, forms and
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returns filed and other records maintained by the Company
I have conducted the Secretarial Audit of the compliance for the financial year ended on 31st March, 2023 according
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of applicable statutory provisions and the adherence to to the provisions of:
good corporate practices by Mahindra & Mahindra Limited
(hereinafter called “the Company”). Secretarial Audit was (i) The Companies Act, 2013 (the Act) and the rules made
conducted in a manner that provided me a reasonable basis
for evaluating the corporate conduct/statutory compliances
and expressing my opinion thereon.
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(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’)

and the rules made thereunder;
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Auditor’s Responsibility: (iii) The Depositories Act, 1996 and the Regulations and
My responsibility is to express an opinion on the compliance Bye-laws framed thereunder;
of the applicable laws and maintenance of records based
(iv) Foreign Exchange Management Act, 1999 and the rules
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on audit. I have conducted the audit in accordance with

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the applicable Auditing Standards issued by The Institute of and regulations made thereunder to the extent of
Company Secretaries of India. The Auditing Standards requires foreign direct investment, overseas direct investment
that the Auditor shall comply with statutory and regulatory and external commercial borrowings;
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requirements and plan and perform the audit to obtain (v) The following Regulations and Guidelines prescribed
reasonable assurance about compliance with applicable laws under the Securities and Exchange Board of India Act,
and maintenance of records. 1992 (‘SEBI Act’):
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Due to the inherent limitations of audit including internal, (a) The Securities and Exchange Board of India
financial and operating controls, there is an unavoidable (Substantial Acquisition of Shares and Takeovers)
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risk that some material misstatements or material non- Regulations, 2011;

compliances may not be detected, even though the audit
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is properly planned and performed in accordance with the (b) The Securities and Exchange Board of India
Standards. (Prohibition of Insider Trading) Regulations, 2015;
Unmodified opinion: (c) The Securities and Exchange Board of India (Issue of
Capital and Disclosure Requirements) Regulations,
Based on my verification of the Company’s books, papers,
2018 (Not applicable to the Company during the Audit
minute books, forms and returns filed and other records
period);
maintained by the Company and also the information
provided by the Company, its officers, agents and authorised (d) The Securities and Exchange Board of India (Share
representatives during the conduct of secretarial audit, Based Employee Benefits and Sweat Equity shares)
I hereby report that in my opinion, the Company has, during Regulations, 2021;
(e) The Securities and Exchange Board of India (Issue and I further report that:
Listing of Non-Convertible Securities) Regulations,
2021; The Board of Directors of the Company is duly constituted
with proper balance of Executive Directors, Non-Executive
(f) The Securities and Exchange Board of India Directors and Independent Directors. No change in the
(Registrars to an Issue and Share Transfer Agents) composition of the Directors took place during the period
Regulations, 1993 regarding the Companies Act and under review.
dealing with client;
Adequate notice is given to all Directors to schedule the Board
(g) The Securities and Exchange Board of India (Delisting Meetings, agenda and detailed notes on agenda were sent at
of Equity Shares) Regulations, 2021 (Not applicable least seven days in advance (except meetings convened at a
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to the Company during the Audit period); and shorter notice) and a system exists for seeking and obtaining
further information and clarifications on the agenda items
(h) The Securities and Exchange Board of India (Buyback
before the meeting and for meaningful participation at the
of Securities) Regulations, 2018 (Not applicable to
meeting.
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the Company during the Audit period).
As per the minutes of the meetings, duly recorded and
I further report that having regard to the compliance system
E.
signed by the Chairman, the decisions of the Board and its
prevailing in the Company and on examination of the relevant
committees were unanimous.
documents and records in pursuance thereof, the Company
has complied with the following law applicable specifically to
the Company: LIN
I further report that there are adequate systems and
processes in the Company commensurate with the size and
operations of the Company to monitor and ensure compliance
The Motor Vehicles Act, 1988 and the Rules made
with applicable laws, rules, regulations and guidelines.
thereunder.
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I further report that during the audit period, the Merger by

I have also examined compliance with the applicable clauses
Absorption of Mahindra Electric Mobility Limited with the
of the following:
Company and their respective shareholders stood completed
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(i) Secretarial Standards issued by the Institute of Company and became effective on 2 February 2023.
Secretaries of India;
(ii) Listing Agreements entered into by the Company with

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BSE Ltd. and the National Stock Exchange of India

Ltd. read with The Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements)
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Sachin Bhagwat
Regulations, 2015.
ACS: 10189
During the period under review the Company has complied CP: 6029
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with the provisions of the Act, Rules, Regulations, Guidelines, Place: Pune UDIN: A010189E000383749
Standards, etc. mentioned above. Date: 26th May, 2023 PR No.: 654/2020
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ANNEXURE IV
Secretarial compliance report of Mahindra and Mahindra Limited for the financial year ended March 31, 2023
To, for the financial year ended on March 31, 2023 (“Review Period”) in
The Board of Directors respect of compliance with the provisions of:
Mahindra and Mahindra Limited a) The Securities and Exchange Board of India Act, 1992
Gateway Building, (“SEBI Act”) and the Regulations, circulars, guidelines
Apollo Bunder, issued thereunder; and
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Mumbai 400001 b) The Securities Contracts (Regulation) Act, 1956 (“SCRA”),
rules made thereunder and the Regulations, circulars,
I have conducted the review of the compliance of the applicable guidelines issued thereunder by the Securities and
statutory provisions and the adherence to good corporate Exchange Board of India (“SEBI”);
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practices by Mahindra and Mahindra Limited (hereinafter referred
The specific Regulations, whose provisions and the circulars/
as ‘the listed entity’), having its Registered Office at Gateway
E.
guidelines issued thereunder, have been examined, include:-
Building, Apollo Bunder, Mumbai 400001. Secretarial Review was
conducted in a manner that provided me a reasonable basis for a) Securities and Exchange Board of India (Listing Obligations
evaluating the corporate conduct / statutory compliances and to and Disclosure Requirements) Regulations, 2015;
provide my observations thereon.
Based on my verification of the listed entity’s books, papers, minutes

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and Disclosure Requirements) Regulations, 2018 (Not
books, forms and returns filed and other records maintained by applicable to the listed entity during the Review Period);
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the listed entity and also the information provided by the listed c) Securities and Exchange Board of India (Substantial
entity, its officers, agents and authorized representatives during Acquisition of Shares and Takeovers) Regulations, 2011;
the conduct of Secretarial Review, I hereby report that the listed
d) Securities and Exchange Board of India (Buy-back of
entity has during the review period covering the financial year
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Securities) Regulations, 2018 (Not applicable to the listed

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ended on March 31, 2023, complied with the statutory provisions

entity during the Review Period);
listed hereunder in the manner and as reported hereinafter:
e) Securities and Exchange Board of India (Share Based
I have examined: Employee Benefits and Sweat Equity) Regulations, 2021;
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a) All the documents and records made available to me f) Securities and Exchange Board of India (Issue and Listing
and explanation provided by the listed entity, of Non-Convertible Securities) Regulations, 2021;
b) The filings/submissions made by the listed entity to the
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g) Securities and Exchange Board of India (Prohibition of

stock exchanges,
Insider Trading) Regulations, 2015;
c) Website of the listed entity,
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h) Securities and Exchange Board of India (Depositories and

d) Any other document/filing, as may be relevant, which
Participants) Regulations, 2018 to the extent applicable.
has been relied upon to make this report
and based on the above examination, I hereby report that during
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the Review Period:
I. (a) The listed entity has complied with the provisions of the above Regulations and circulars / guidelines issued thereunder except,
in respect of matters specified below:
Compliance Regulation/ Deviations Action taken Type of action Details of Fine Amount Observations/ Management Remarks
Requirement Circular by violations Remarks of response
the Practicing
Company
Secretary
Not applicable
(b) The listed entity has taken the following actions to comply with the observations made in previous reports:
Compliance Regulation/ Deviations Action taken Type of action Details of Fine Amount Observations/ Management Remarks
Requirement Circular by violations Remarks of response
the Practicing
Company
Secretary
Not applicable
II. Compliances related to the resignation of statutory auditors from the listed entity and its material subsidiaries as per SEBI circular
CIR/CFD/CMD1/114/2019 dated 18 October, 2019:
Sr. Particulars Compliance Status Observations / remarks by PCS
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No. (Yes/No/NA)
1. Compliances with the following conditions while appointing/re-appointing an auditor
i. If the auditor has resigned within 45 days from the end of a quarter of a NA So far as re-appointment of Statutory
financial year, the auditor before such resignation, has issued the limited auditor is concerned, the listed entity
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review/ audit report for such quarter; or re-appointed B S R & Co, LLP Chartered
Accountants as Statutory Auditors
ii. If the auditor has resigned after 45 days from the end of a quarter of a
E.
during the Review Period. The conditions
financial year, the auditor before such resignation, has issued the limited stipulated in the above referred SEBI
review/ audit report for such quarter as well as the next quarter; or Circular have been included in the terms
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iii. If the auditor has signed the limited review/ audit report for the first three
quarters of a financial year, the auditor before such resignation, has issued
the limited review/ audit report for the last quarter of such financial year
as well as the audit report for such financial year.
of appointment.
The Statutory auditor did not resign during

the Review Period.
2. Other conditions relating to resignation of statutory auditor

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i. Reporting of concerns by Auditor with respect to the listed entity/its NA Please refer to observation at Sr. No. 1
material subsidiary to the Audit Committee: above
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a. In case of any concern with the management of the listed entity/material
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subsidiary such as non-availability of information / non-cooperation by

the management which has hampered the audit process, the auditor has
approached the Chairman of the Audit Committee of the listed entity and
the Audit Committee shall receive such concern directly and immediately
without specifically waiting for the quarterly Audit Committee meetings.
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b. In case the auditor proposes to resign, all concerns with respect to the
proposed resignation, along with relevant documents has been brought to
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the notice of the Audit Committee. In cases where the proposed resignation
is due to non-receipt of information / explanation from the company,
the auditor shall inform the Audit Committee the details of information/
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explanation sought and not provided by the management, as applicable.
c. The Audit Committee / Board of Directors, as the case may be, shall
deliberate on the matter on receipt of such information from the auditor
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relating to the proposal to resign as mentioned above and communicate its

views to the management and the auditor.
ii. Disclaimer in case of non-receipt of information: NA Please refer to observation at Sr. No. 1
The auditor has provided an appropriate disclaimer in its audit report, which above
is in accordance with the Standards of Auditing as specified by ICAI / NFRA,
in case where the listed entity/ its material subsidiary has not provided
information as required by the auditor.
3. The listed entity / its material subsidiary has obtained information from the NA The Statutory auditor did not resign
Auditor upon resignation, in the format as specified in Annexure- A in SEBI during the Review Period.
Circular CIR/CFD/CMD1/114/2019 dated 18th October, 2019.
III. I hereby report that, during the Review Period, the compliance status of the listed entity is appended as below:
No. (Yes/No/NA)
1. Secretarial Standards:
The compliances of the listed entity are in accordance with the applicable Secretarial Yes —
Standards (SS) issued by the Institute of Company Secretaries of India (ICSI), as notified
by the Central Government under section 118(10) of the Companies Act, 2013 and
mandatorily applicable.
2. Adoption and timely updating of the Policies:
All applicable policies under SEBI Regulations are adopted with the approval of board Yes —
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of directors of the listed entity.
All the policies are in conformity with SEBI Regulations and have been reviewed and Yes —
updated on time, as per the regulations/circulars/guidelines issued by SEBI.
3. Maintenance and disclosures on Website:
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The Listed entity is maintaining a functional website; Yes —
E.
Timely dissemination of the documents/ information under a separate section on the Yes —
website;
Web-links provided in Annual Corporate Governance Reports under Regulation 27(2) Yes —
4.
website.
Disqualification of Director:
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are accurate and specific which re- directs to the relevant document(s)/ section of the
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None of the Director(s) of the listed entity is disqualified under Section 164 of Yes —
Companies Act, 2013
5. Details related to Subsidiaries of listed entity have been examined w.r.t.:
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(a) Identification of material subsidiary companies; Yes —

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(b) Disclosure requirement of material as well as other subsidiaries. Yes —
6. Preservation of Documents:
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The listed entity is preserving and maintaining records as prescribed under SEBI Yes —
Regulations and disposal of records as per Policy of Preservation of Documents and
Archival policy prescribed under SEBI LODR Regulations, 2015.
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7. Performance Evaluation:
The listed entity has conducted performance evaluation of the Board, Independent Yes —
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Directors and the Committees on an annual basis as prescribed in SEBI Regulations.

8. Related Party Transactions:
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a) The listed entity has obtained prior approval of Audit Committee for all related (a) Yes —
party transactions; or
b) The listed entity has provided detailed reasons along with confirmation whether (b) NA Please refer to point No. 8(a)
the transactions were subsequently approved/ ratified/rejected by the Audit
Committee, in case no prior approval has been obtained.
9. Disclosure of events or information:
The listed entity has provided all the required disclosure(s) under Regulation 30 along Yes —
with Schedule III of SEBI LODR Regulations, 2015 within the time limits prescribed
thereunder.

No. (Yes/No/NA)
10. Prohibition of Insider Trading:
The listed entity is in compliance with Regulation 3(5) & 3(6) of SEBI (Prohibition of Yes —
Insider Trading) Regulations, 2015.
11. Actions taken by SEBI or Stock Exchange(s), if any:
No action(s) has been taken against the listed entity/ its promoters/ directors/ Yes —
subsidiaries either by SEBI or by Stock Exchanges (including under the Standard
Operating Procedures issued by SEBI through various circulars) under SEBI Regulations
and circulars/ guidelines issued thereunder.
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12. Additional Non-compliances, if any:
No additional non-compliance observed for any SEBI regulation/ circular/guidance note NA No non-compliance was observed.
etc.
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Assumptions & Limitation of scope and Review:
1. Compliance of the applicable laws and ensuring the authenticity of documents and information furnished, are the responsibilities
E.
of the management of the listed entity.
2. My responsibility is to report based upon my examination of relevant documents and information. This is neither an audit nor an
3.
expression of opinion.
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I have not verified the correctness and appropriateness of financial Records and Books of Accounts of the listed entity.
4. This Report is solely for the intended purpose of compliance in terms of Regulation 24A (2) of the SEBI (Listing Obligations and
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Disclosure Requirements) Regulations, 2015 and is neither an assurance as to the future viability of the listed entity nor of the
efficacy or effectiveness with which the management has conducted the affairs of the listed entity.
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Sachin Bhagwat
ACS No.: 10189
C. P. No.: 6029
Place: Pune UDIN: A010189E000372606
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Date: 25th May, 2023 PR No.: 654/2020

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ANNEXURE V
DETAILS OF REMUNERATION
Details pertaining to remuneration as required under section 197(12) read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014
The remuneration of each Director, Chief Financial Officer and Company Secretary, percentage increase in their remuneration
during the Financial Year 2022-23 and ratio of the remuneration of each Director to the median remuneration of the employees
of the Company for the Financial Year 2022-23 are as under:
Rs. in crs
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Sr. Name of Director/KMP Designation Remuneration Remuneration % increase in % increase in Ratio of
No. of Director/ of Director/ Remuneration Remuneration Remuneration
KMP for the KMP for the in the in the of each
Financial Year Financial Year Financial Year Financial Year Director
2022-23 2022-23 2022-23 2022-23 to median
(Rs. in crores) (Rs. in crores) (Excluding (Including remuneration
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(Excluding (Including perquisite perquisite (Including
perquisite perquisite value of value of perquisite
value of value of ESOPs ESOPs value of
E.
ESOPs ESOPs exercised) exercised) ESOPs
exercised) exercised) exercised) of
employees for
the Financial
1.
2.
Mr. Anand G. Mahindra#
Dr. Anish Shah
Chairman
Managing Director and
5.14€
12.47
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16.44
-50.15%@
34.81%
-50.15%@
38.27%
Year 2022-23
50.39
161.18
CEO
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3. Mr. Rajesh Jejurikar Executive Director and 9.73 12.74 35.33% 30.94% 124.90
CEO (Auto and Farm
Sector)
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4. Mr. Vikram Singh Mehta# Independent Director 0.67 0.67 17.54% 17.54% 6.57
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5. Dr. Vishakha N. Desai# Independent Director 0.56 0.56 21.74% -16.42% 5.49
6. Mr. T. N. Manoharan# Independent Director 0.62 0.62 24.00% 24.00% 6.08
7. Mr. Vijay Kumar Sharma Nominee Director 0.48 0.48 23.08% 23.08% 4.71
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(Nominee of LIC)$#
8. Mr. Haigreve Khaitan# * Independent Director 0.64 0.64 20.75% 20.75% 6.27
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9. Ms. Shikha Sharma #

Independent Director 0.58 0.58 18.37% 18.37% 5.69
10. Ms. Nisaba Godrej# Independent Director 0.49 0.49 28.95% 28.95% 4.80
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11. Mr. Muthiah Murugappan# Independent Director 0.50 0.50 31.58% 31.58% 4.90
12. Mr. CP Gurnani** Non-Executive Director — — — — —

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13. Mr. Manoj Bhat Group Chief Financial 5.67 5.67 21.67% 21.67% —
Officer
14. Mr. Narayan Shankar Company Secretary 2.05 2.05 8.47% -20.54% —
# The remuneration includes sitting fees and commission.
€ In addition, Mr. Anand G. Mahindra is entitled to the Benefits under the Special Post Retirement Benefit Scheme.
@ Calculated basis the remuneration drawn by Mr. Anand G. Mahindra during the Financial Year 2021-22 including that as an Executive Chairman. He transitioned
to the role of Non‑Executive Chairman of the Company w.e.f. 12th November, 2021.
$ Commission was paid / is payable to Life Insurance Corporation of India.
* Sitting fees / Commission were paid / are payable to Khaitan & Co., in which Mr. Haigreve Khaitan is a Partner.
** Mr. CP Gurnani has waived his right to receive sitting fees / remuneration during his tenure as a Non‑Executive Director of the Company.
Note: All amounts are rounded off.
I. The ratio of the remuneration of each director to Average percentage increase made in the salaries of
the median remuneration of the employees of the employees other than the managerial personnel in
company for the Financial Year: the Financial Year i.e. 2022-23 was 6.20% whereas
the increase in the managerial remuneration for the
The median remuneration of employees of the Company Financial Year 2022-23 was 27.86%.
during the Financial Year was Rs. 10.20 lakhs and ratio
The remuneration of the Managing Director and
of the remuneration of each Director to the median
Executive Director is decided based on the individual
remuneration of the employees of the Company for the
performance as well as performance of the Company,
Financial Year is provided in the above table.
inflation, prevailing industry trends and benchmarks.
II. The percentage increase in the median remuneration The remuneration of Non-Executive Directors consists
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of employees: of commission and sitting fees. While deciding the
remuneration, various factors such as Director’s
In the Financial Year, there was an increase of 17.24% in
participation in Board and Committee Meetings during
the median remuneration of employees.
the year, other responsibilities undertaken, such as
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III. The number of permanent employees on the rolls of Membership or Chairmanship of Committees, time
Company: spent in carrying out other duties, role and functions as
E.
envisaged in Schedule IV of the Companies Act, 2013 and
There were 23,495 permanent employees on the rolls of SEBI (Listing Obligations and Disclosure Requirements)
the Company as on 31st March, 2023. Regulations, 2015 and such other factors as the
IV.
Average percentile increase already made in the
salaries of employees other than the managerial
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Governance, Nomination and Remuneration Committee
may deem fit etc. were taken into consideration.
personnel in the last Financial Year and its comparison V. Affirmation that the remuneration is as per the
remuneration policy of the company:
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with the percentile increase in the managerial
remuneration and justification thereof and point It is hereby affirmed that the remuneration paid is as
out if there are any exceptional circumstances for per the Policy for Remuneration of the Directors, Key
increase in the managerial remuneration: Managerial Personnel and other Employees.
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ANNEXURE VI
CORPORATE SOCIAL RESPONSIBILITY

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (“CSR”) ACTIVITIES FOR THE FINANCIAL YEAR 2022-23
1. Brief outline on CSR Policy of the Company
Since its inception your Company has been a socially responsible corporate making investments in the community which
go beyond any mandatory legal and statutory requirements. In line with its core purpose, the CSR vision focusses on the
constituencies of girls, women and environment through massive tree plantation initiative. We believe that these are the
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critical constituencies who contribute to nation building and through our CSR efforts, we will enable these communities to
Rise. In accordance with the Companies Act, 2013, your Company has committed 2% (Profit before Tax) annually towards
CSR initiatives. The CSR Policy of your Company outlines the approach and direction given by the Board, taking into account
the recommendations of its CSR Committee, and includes guiding principles for selection, implementation and monitoring
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of CSR activities as well as formulation of the annual CSR action plan. The CSR projects undertaken are also listed in the
CSR policy.
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2. Composition of the CSR Committee:
Sr.
No.
Name of Director
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Designation/
Nature of
Directorship
Number of
meetings of
Number of
meetings of
CSR Committee CSR Committee
held during the attended during
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year the year
1. Dr. Vishakha N. Desai Chairperson 3 3
2. Mr. Anand G. Mahindra Member 3 3
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3. Dr. Anish Shah Member 3 3

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4. Mr. Vikram Singh Mehta Member 3 3

5. Mr. Muthiah Murugappan Member 3 3
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3. Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the board
are disclosed on the website of the company.
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https://www.mahindra.com/investor-relations/policies-and-documents.
4.
Provide the executive summary along with web-Link(s) of Impact Assessment of CSR projects carried out in
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pursuance of Sub rule (3) of rule 8, if applicable
Your Company has appointed KPMG Assurance and Consulting Services LLP (For 15 Projects) and BlueSky Sustainable Business
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LLP Limited (For Project Hariyali) to carry out independent 3rd Party Impact Assessment studies in F23 for 16 CSR projects.
The Executive summary of the projects is provided in this annexure. The web-link for all the Impact Assessment reports is
given below:-
https://www.mahindra.com/investor-relations/policies-and-documents.
5. (a) Average net profit of the company as per sub-section (5) of section 135 : Rs. 4593,38,92,500.62
(b) Two percent of average net profit of the company as per sub- section (5) of Section 135 : Rs. 91,86,77,850.01
(c) Surplus arising out of the CSR projects or programmes or activities of the previous financial year: NIL
(d) Amount required to be set-off for the financial year, if any: NIL
(e) Total CSR Obligation for the financial year [(b) + (c) – (d)] : Rs. 91,86,77,850.01
6. (a) Amount spent on CSR projects (both ongoing project and other than ongoing project): Rs. 87,43,39,576.74 (Other than
ongoing)
(b) Amount spent on administrative overheads: Rs. 3,80,71,334.93
(c) Amount spent on Impact Assessment, if applicable: Rs. 1,03,54,500
(d) Total Amount spent for the financial year [(a) + (b) + (c)]: Rs. 92,27,65,411.67
(e) CSR Amount spent or unspent for the financial year:
Total Amount Spent for the Amount Unspent (in Rs.)

Financial Year (in Rs.) Total Amount transferred to Amount transferred to any fund specified under
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Unspent CSR Account as per Schedule VII as per second proviso to sub
section 135(6) section (5) of section 135
Amount Date of Name of the Amount Date of
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Transfer Fund Transfer
92,27,65,411.67 NIL N/A N/A NIL N/A
E.
(f) Excess amount for set-off, if any : Not Applicable
S.
No.
(1)
Particular
(2)
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(3)
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(i) Two percent of average net profit of the company as per sub-section(5) of section 135
(ii) Total amount spent for the Financial Year
(iii) Excess amount spent for the financial year [(ii)-(i)]

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(iv) Surplus arising out of the CSR projects or programmes or activities of the previous financial
years, if any
(v) Amount available for set off in succeeding financial years [(iii)-(iv)]
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7. Details of unspent Corporate Social Responsibility amount for the preceding three Financial years: Not Applicable
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Sl. Preceding Financial Amount Balance Amount in Amount spent in the Amount transferred to a fund Amount Deficiency, If any
No. Year transferred to Unspent CSR Account Financial Year (in Rs.) specified under Schedule VII as per remaining to
Unspent CSR under sub section (6) Second proviso to Sub section (5) be spent in
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Account under of section 135 (in Rs) of section 135, if any succeeding
sub section (6) financial years.
of Section 135 Amount Date of transfer (In Rs.)
(in Rs.) (In Rs)
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8. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent
in the Financial Year
Yes No
If yes, enter the Number of capital Assets created / Acquired 2

urnish the details relating to such asset(s) so created or acquired through Corporate Social Responsibility amount spent in
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the financial year:
Sl. Short particulars of the Pin code of Date of Amount of CSR Details of entity/beneficiary of the registered owner
No. property or asset(s) the property creation Spent
or asset(s) (in Rs.)
[including complete address
and location of the property]
(1) (2) (3) (4) (5) (6)
CSR Registration Name Registered address

Number, if applicable
1. School building minor 603 002 23.02.2023 1,88,80,000 CSR00009883 Mahindra World Mahindra Towers 17/18
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civil works, including kids School Educational Pattulous Road,
play area equipment and Trust Chennai 600 002
auditorium furniture
Mahindra World School
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Plot 30 2nd Avenue,
Mahindra World City,
E.
Chengalpattu 603 002.
2. Electrical works and High 500 043 28.03.2023 90,00,000 CSR00001815 Mahindra Educational Survey No 62/A,
Mast Light Fixtures
Mahindra University
Survey no 62/A,
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Hyderabad 500 043
Bahadurpally, Jeedimetla,
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Hyderabad 500 043.
Total 2,78,80,000
(All the fields should be captured as appearing in the revenue record, flat no, house no, Municipal Office / Municipal Corporation /
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Gram panchayat are to be specified and also the area of the immovable property as well as boundaries)
9. Specify the reason(s), if the company has failed to spend two percent of the average net profit as per
sub-section (5) of section 135 – Not applicable
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ANISH SHAH VISHAKHA N. DESAI

Managing Director and CEO Chairperson – CSR Committee
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DIN: 02719429 DIN: 05292671

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Executive Summary of Impact Assessment Reports
A brief outline of projects for which Impact Assessment ● 79% farmers confirmed increase in yield by
was carried out and the Executive Summary of Impact 40-60%.
Assessment Reports are given below: ● 13% increase in land under pepper cultivation after
the intervention.
1. PROJECT HARIYALI
● Number of farmers with annual income in the range
roject Hariyali was launched in 2007 as an afforestation
P of INR 1-3 lakh has gone up from 2% to 20% during
initiative with a target to plant a million trees every year. the intervention period.
The project aims to increase the green cover, arrest the
● 81% farmers were able to earn INR 20,000 per
rising ecological imbalance, protect the biodiversity and in
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month after the project intervention.
the process has supported the livelihood of marginalized
farmers. In 2010, the project was extended to Araku Valley, 3. VSTF-SMART
Vishakhapatnam, Andhra Pradesh, and further extended to
Mahindra & Mahindra Limited partnered with Maharashtra
cover the states of Himachal Pradesh, Uttar Pradesh and
Village Social Transformation Foundation (VSTF) in
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Punjab in Northern India in 2021. To date, 22.86 million
establishing Farmer Producer Organisations (FPOs) in
trees have been planted through Project Hariyali.
Latur, Amravati and Chandrapur districts of Maharashtra
E.
The impact assessment study for plantation done in to strengthen the post-harvest agriculture value chains
FY 2021-22 in Araku Valley, Vishakhapatnam, was under the project SMART. The FPOs have benefited 4,361
conducted by BlueSky Sustainable Business LLP an farmers through access to infrastructure and strong market
NABCB accredited “Type A” Inspection Body. As part of
impact assessment, Project Hariyali has been awarded
the Platinum rating. The key outcomes of the study are
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linkages. Interventions included building institutional
capacity to support agricultural transformation, expanding
market access, supporting enterprise growth, and building
as follows: risk mitigation mechanisms. Consultation with key
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stakeholders as part of impact assessment has indicated
1. Survival rate of the plants: 94.67%.
following outcomes:-
2. 97% of the respondents from the survey consisting
● Access to infrastructure has helped reduce the
of 100 tribal farmers agreed that the activities
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wastage and post-harvest losses.

conducted by Project Hariyali led to improvement in
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knowledge about Farm Management. ● Enterprising activities have created direct and
indirect employment opportunities.
3. 77% respondents agreed that the intervention has
● Cost of procurement, operations and harvesting has
led to an improvement in the soil quality.
reduced.
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2.
AGRI ENTREPRENEURSHIP – UPSKILLING PEPPER ● Risk mitigation for volatility of prices has improved.
FARMERS
4. VOCATIONAL TRAINING FOR YOUTH
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Mahindra & Mahindra Limited partnered with Naandi

Mahindra & Mahindra Limited partnered with Pratham
Foundation to support tribal farmers in the Araku hills
Education Foundation to provide vocational training to
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of Andhra Pradesh benefiting 5,773 farmers across 175

youth in Mohali (Punjab) and Nashik (Maharashtra). The
villages. 99% of the farmers covered under this project
project bridged the skill gap and enhanced employability
were from below poverty line. The project’s objective was
skills for 615 youth in three streams-welding, electrical
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to enhance the profitability of the farmers by ensuring

and automotive. The training approach involved a
quality pepper harvest and enabling them to become
centre-based learning, on-the-job exposure for practical
self-sustaining and resilient. The initiative focused on
training and placement assistance. The project had
introducing improved farming practices, enhancing the
three stages:- (A) Awareness (B) Foundation skills and
quality of produce, and establishing market linkages,
(C) Hands-on skills. Consultation with key stakeholders
which resulted in higher incomes for the farmers and
and beneficiaries as part of impact assessment has
increased interest from the younger generation in
indicated following outcomes:-
agriculture. Consultation with key stakeholders and
beneficiaries as part of impact assessment has indicated ● 96% of candidates secured placements in tier 1 and
following outcomes:- tier 2 cities.
● 99% farmers confirmed increase in yield after ● 89% of candidates were placed with a salary range
adoption of improved tools and techniques. of INR 8,000 to INR 15,000 per month.
● 91% of candidates expressed their satisfaction with ● 65% respondents stated that Speed Cameras are
the practical exposure provided during the training. effective in enhancing safe driving behaviour.
● 98% of candidates were satisfied with the overall ● 60% respondents believe that Rumble Strips at
training delivery, including the pedagogy and training High Fatality Zones are highly effective.
methods.
7. UNITED FOR ROAD SAFETY
5. LIVELIHOODS ENHANCEMENT – RAIGAD
Mahindra and Mahindra Limited partnered with United
Mahindra & Mahindra Limited partnered with Swades Way Mumbai for a road safety project based on the
Foundation to support COVID-19 pandemic impacted principles of Education – Engineering – Emergency
families for creating livelihood opportunities in Response – Enforcement. The project implemented in
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Raigad District, Maharashtra. The project benefited Mumbai, Pune, Nashik, Igatpuri, Zaheerabad, Bengaluru,
711 households (98% from tribal and OBC communities) Chennai and Haridwar, has benefited people at large
by providing support through goat rearing interventions through various interventions such as Two Wheels One
and providing of fishing nets. The Village Development Life, Global Road Safety Education for New Generation,
Committee (VDC) building was the key highlight of Jeevandoot Kit Distribution, Slow Down, and Respect
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this project which ensured community ownership and the Stop line. Consultation with key stakeholders and
management. VDC identified needy families and provided beneficiaries as part of impact assessment has indicated
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them with fishing nets, goats, and bucks. Consultation following outcomes :-
with key stakeholders and beneficiaries as part of impact
● 100% respondents rated the training as effective
assessment has indicated following outcomes:-
● 100% beneficiaries who received fishing nets,
acknowledged rise in income due to nets provided
to them.
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situation as a first responder to accidents.
● 99% respondents acknowledged increase in their
knowledge regarding Law and Enforcement for First
● 86% of the respondents had an increase of 1 to 5 Responders.
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goats, while 9% of them had 10+ goat increase.
● 95% respondents found first-aid training effective.
● 70% beneficiaries of goat rearing intervention reported
an additional income in the range of INR 3,000 to 8. SUSTAINABLE VILLAGE DEVELOPMENT – ALWAR
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8,000 per annum while balance 30% beneficiaries

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Mahindra and Mahindra Limited partnered with Sarv

were in the range of INR 8,000 to 20,000 per annum.
Mangal Gramin Vikas Sansthan to implement sustainable
6. RISE FOR SAFE ROADS village development project in 12 villages of Rajgarh
block in Alwar, Rajasthan. The project benefited 8,440
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Mahindra and Mahindra Limited partnered with Save Life Community members, where 88% belonged to SC,
Foundation to implement the Rise for Safe Roads project, ST and OBC communities and 56% were from below
in response to the alarming number of road accidents poverty line. Interventions included promoting soil
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and fatalities in India. The project aimed at achieving moisture and water conservation through various
near-zero fatality from preventable road crashes on methods such as farm bunding, masonry structures,
Mumbai-Pune Expressway. The Project covered several and earthen ponds. It also focused on sustainable
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aspects, such as Engineering, Enforcement, Emergency agriculture, women empowerment, building capacity of
and Trauma Care, Public Education and Awareness, community institutions, improving school infrastructure,
and Coalition Building. Holistic measures were taken
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and enhancing sanitation facilities. Consultation with

with installation of Chevron Sign Boards, S-Curve key stakeholders and beneficiaries as part of impact
Signage, Whole Line Tactile Edge Lines, Speed Camera, assessment has indicated following outcomes: -
Rumble strips, and Warning and Speed Limit Signages.
Consultation with key stakeholders and beneficiaries ● 88% farmers reported an increase in the availability
as part of impact assessment has indicated following of water for agriculture post intervention.
outcomes:- ● 95% farmers acknowledged an improvement in
their knowledge of soil conservation activities.
● 89% of the interviewed road users feel safe while
driving on Mumbai-Pune Expressway due to these ● 83% farmers stated that their dependency on
interventions. chemical fertilizers had decreased.
● 71% respondents believe that standardizing speed ● 48% farmers reported increase in crop yield
limit signages is effective in improving road safety. post-intervention.
● 87% farmers reported an increase in their annual ● 87% farmers witnessed improved soil fertility with
income due to project activities. sustainable agriculture practices.
● Livestock support led to 26% reduction in livestock ● 98% farmers reported improvement in knowledge
maintenance cost due to adoption of better and skills due to training and capacity building.
healthcare practices and support from Pashu-sakhi.
● 79% beneficiaries started kitchen garden activity
9. SUSTAINABLE VILLAGE DEVELOPMENT – JALGAON after the project intervention.
Mahindra and Mahindra Limited partnered with AFPRO ● 38% beneficiaries have initiated micro-enterprise
(Action for Food Production) to implement sustainable activities.
village development project in 10 drought-prone tribal
11. DIVERSION BASED IRRIGATION – NASHIK
villages of Chopda block in Jalgaon, Maharashtra.
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The project aimed to improve the quality of life for Mahindra & Mahindra Limited partnered with BAIF
tribal communities by using existing resources and Institute for Sustainable Livelihoods and Development
opportunities. Out of 2,090 households covered under Maharashtra to implement Diversion Based Irrigation
the project, 98% were from the tribal communities. and agriculture support interventions in tribal villages of
Peint block in Nashik, Maharashtra. A total of 127 tribal
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Interventions included promoting sustainable agriculture
practices, developing soil and water conservation farmers were benefitted from this project. This unique
infrastructure, empowering women, supporting school model leveraged natural water streams and low-cost
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infrastructure, and improving community health and structures to store and use water for irrigation. The
hygiene. Consultation with key stakeholders and project also included construction of lined farm-ponds,
beneficiaries as part of impact assessment has indicated
● 88% farmers noted increased water storage
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installation of solar panels for irrigation pump, drip
irrigation for horticulture, demonstration of high-density
mango plantation and guava plantation. Consultation
with key stakeholders and beneficiaries as part of impact
and reduced run-off due to check dams and tank
assessment has indicated following outcomes:-
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desilting.
● 67% farmers reported increase in yield due to
● 60% farmers saw decreased agriculture costs from
interventions.
vermicomposting.
● 76% farmers experienced improvement in quality
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● 83% farmers reported improved water use efficiency

of yield due to improved knowledge and timely
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through water budgeting activity.

availability of water.
● 93% farmers acknowledged that using drip/ micro
● With increased access to water, additional rabi and
irrigation techniques helped conserve water.
kharif crop were taken, leading to increase in income.
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● 15% of the women beneficiaries had backyard

● The kisan mela and exposure visits have enabled
nutritional garden.
100% of the farmers to access better information
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10. SUSTAINABLE VILLAGE DEVELOPMENT – RAICHUR and markets for their produce.
Mahindra & Mahindra Limited partnered with Mysore 12. SAMRIDDH KISAAN KRISHI MITR
Resettlement and Development Agency (MYRADA) to
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Mahindra & Mahindra Limited partnered with SM Sehgal

implement sustainable village development project in
Foundation to implement the Samriddh Kisaan Krishi Mitr
7 arid and drought prone villages in Raichur district
project to leverage digital solutions in agriculture. The
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of Karnataka. The project benefited 3,114 community

project was implemented in Aurangabad, Sultanpur and
members of which 83% belonged to SC and OBC
Chhindwara districts of Maharashtra, Uttar Pradesh, and
communities. Interventions included water conservation,
Madhya Pradesh respectively to benefit 3,858 farmers.
sustainable agriculture, health and hygiene, and
It utilised Takneek plots (demonstration plots) to build
improvement in school infrastructure. Interventions for
capacity of farmers by offering holistic information and
women empowerment included distribution of tailoring
digitally enabled services across the entire crop cycle.
machines and training, flour mills and installation of
Furthermore, agronomy advisory, access to advanced
biogas units. Consultation with key stakeholders and
farm equipment and digital farming solutions were some
beneficiaries as part of impact assessment has indicated
of the interventions utilised to reduce farming costs and
improve yield. Consultation with key stakeholders and
● 91% farmers observed up to 38% increase in beneficiaries as part of impact assessment has indicated
income due to improved access to water. following outcomes:-
● 93% farmers were able to use mobile applications ● The project constructed 3 gas furnaces, 2 closed
for agri-advisory purposes. wood furnaces, and 5 traditional wood pyres,
providing environment friendly and economical
● 92% farmers acknowledged use of information to
alternatives for final rites.
improve efficiency in farming practices.
● 90% farmers noted 5-10% increase in farm ● Closed wood pyre saves up to 210 kg of wood, costs
productivity. INR 2,400 less and emits 80% less carbon.
● 87% farmers observed improvement in crop yield 15. HEAD AND NECK CANCER INSTITUTE OF INDIA
due to interventions. Mahindra & Mahindra Limited and Mahindra Foundation
13. ADARSH VIDYALAYA partnered with CanCare Trust towards the building of
state of art ‘Head and Neck Cancer Institute of India’
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Mahindra and Mahindra Limited partnered with Vishal (HNCII) in Mazgaon, Mumbai. This 93 bedded Specialized
Mumbai Shikshan Prasarak Mandal (VMSPM) for 3 years Institute (first of its kind) is dedicated towards
(FY20, FY21, FY22) for reconstruction of a school diagnostic, curative specialized care for Head and Neck
building namely Adarsh Vidyalaya in Goregaon, Mumbai. cancer, alongside related ailments at subsidized rates
Key objective was to create an enriched learning for economically weaker sections. Consultation with key
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environment for economically weaker students and instil stakeholders as part of impact assessment has indicated
values of confidence, resilience, and civic responsibility following outcomes:-
E.
in them. Due to redevelopment of infrastructure, over
3,000 students and 100 teachers will benefit annually. ● 140 doctors and paramedical staff, and team of
The school also actively fosters interactions between diverse specialists for complex cases can provide
parents, teachers, and students to support the growth
and development of its students. Consultation with key
stakeholders as part of impact assessment has indicated
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● The hospital can reduce the cost of treatment by
40% compared to other cancer care hospitals.
● 20% of the beds are reserved for economically
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● The project included building of Classrooms, Science weaker sections, where treatment is provided either
lab, Library and other amenities. free of cost or at nominal rates.
● Improved infrastructure has created a more ● The centre’s advanced research wing will train
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supportive, safe, and secure environment for specialists on modern technology and contribute
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students to learn and grow. to developments in oncology, further enhancing the

● The project has significantly increased the school’s centre’s capabilities.
capacity, allowing it to deliver education in Marathi 16. COVID-19 RELIEF - TAMIL NADU
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as well as English medium.

The COVID-19 outbreak had put unprecedented strain
14. ANTIM PRASTHAN on India’s healthcare system. With more than 34 lakh
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ahindra & Mahindra Limited partnered with Harilal

M infections and 38,000 fatalities, Tamil Nadu was
Parekh Parivar Charity Trust to renovate Mata Ramabai among some of the worst affected states. Mahindra &
Ambedkar Smashan Bhumi in Worli, Mumbai. The key Mahindra Limited provided 200 oxygen concentrators
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objective of the project was to provide dignified and to 6 districts of Tamil Nadu (Theni, Ariyalur, Cuddalore,
environment friendly final rites services. The project Thiruvannamalai, Salem and Chengalpattu) via district
offers alternatives to the conventional wood pyre, administrations to support the COVID-19 relief efforts.
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with closed wood pyre and gas furnaces which are Consultation with key stakeholders as part of impact
both environment friendly and economical. To further assessment has indicated following outcomes:-
enhance sustainability, the project includes rainwater
● Hypoxic patients benefitted with access to oxygen
harvesting, solar panels for power generation, and use
through concentrators.
of composting pits, resulting in a landscaped garden
and burial ground with green pathways. Consultation ● Even post the pandemic, oxygen concentrators are
with key stakeholders as part of impact assessment has continued to be used for treatment of patients from
indicated following outcomes:- other illnesses who need oxygen support.
ANNEXURE VII
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

EARNINGS AND OUTGO
SECTION 134(3)(m) OF THE COMPANIES ACT, 2013 READ ● Thrust on zero waste to land fill and promote
WITH RULE 8(3) OF THE COMPANIES (ACCOUNTS) RULES, circular economy.
2014 IS FORMING PART OF THE BOARD´S REPORT FOR
● Eco efficiency in supply chain.
THE FINANCIAL YEAR 2022-23
● Creating awareness and promote sustainability
(A) Conservation of Energy amongst stakeholders.
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Your Company is committed to sustainable business i. The steps taken or impact on conservation of
practices by contributing to environment protection energy
and considers energy conservation as one of the strong
● Installation of energy efficient EC blower for
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pillars of preserving natural resources. This also helps
paint shop and HVAC applications.
the Company in reducing carbon footprint across all
E.
its operations and improve the bottom-line under its ● Replacement of conventional air circulators
‘Mission Sustainability’. with BLDC technology air circulators.
● Hybrid solar system for air conditioning system.
Your Company is the first Indian signatory to EP100
(Energy Productivity 100%) by 2030 with base year
2009, a program promoted by ‘Climate Group’. Further,
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● Improving energy efficiency through VFD’s,
interlockings, automations and digitization.
your Company has committed to becoming Carbon
● Inverter based welding machines for processes.
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Neutral by 2040. Your Company is also committed for
Science Based Target (SBT) to De-carbonize its growth ● Smart lighting system for shop floor and offices.
and thus contributing to keep global temperature rise ● Replacement of old motors with premium
well below 2 degrees Celsius as per Paris Accord 2015. efficiency IE3 motors.
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Your Company has a robust roadmap for achieving ● Energy efficiency high volume low speed (HVLS)
targets for improving energy efficiency and adoption fans at shop floor.
of renewable energy. Your Company continues to
● Installation of auto shut off valves for
invest in various energy efficiency programs abiding
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compressed air.
by its commitment towards internal carbon price of
USD 10 per ton of carbon emitted. ● Waste heat recovery from air compressors and
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paint shops.
Your Company has always been conscious of the need for
energy conservation and preserving natural resources. Your Company believes in employee engagement for
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Energy conservation measures have been implemented driving positive change towards this goal and has
at all the plants and offices of the Company. Listing taken multiple initiatives. Select few initiatives are
below are few of those initiatives:- listed below:
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● Programs for improving energy efficiency and

● National energy conservation week celebration
energy productivity across all operations.
at all plants during 14th to 20th December.
● Thrust on increasing share of renewable energy.
● Organizing multiple competitions on Energy
● Adoption of Green energy for manufacturing
conservation like Best case study on
operations.
energy efficiency, Quiz contest, suggestion
● Converting existing Facilities into Green buildings competition, etc.
and factories.
● Sustainability month celebration at all plants
● Rain water harvesting, reduce usage, reuse and (June month).
recycle water.
● Organizing annual Sustainability summit for The Automotive Sector is committed to expand its
employees. vision on multiple emerging technologies, including
electric vehicles, autonomous vehicles, battery
● Capability building programs on Energy and
technologies, motors for electric vehicles, active
Sustainability for employees and Supplier safety systems, advanced electronics, technologies
partners. Organizing various competitions to for light-weighting, enhanced vehicle dynamics
engage employees like ECO warrior, posters, and connected vehicles. In Farm Equipment
slogans, suggestions and quiz. Sector, technology areas such as best in class
mileage, in-house cabin design, emission reduction
● Sustainability awareness for family members of
technologies, compact modular agriculture machines,
Employees. reduced vibration, high precision hydraulics, smart
combine harvesters, smart connected implements,
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● Enhance learning through digital platforms like
E learning, Webinars. transmission efficiency improvement, automated
applications to reduce human efforts, light weight
● Awareness creation through e-mailers, wall tractors, CNG powered tractor, and Electric tractor
papers, etc. were given special emphasis. This would help
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in making the Company’s products retain their
ii. The steps taken by the Company for utilising
competitive edge in the market in the coming years.
alternate sources of energy
E.
Your Company continues to invest in technology
For the year under review, your Company has
development as well as protection through patents.
sourced 79.93 MWp Solar power and 14.7 MW
Wind power contributing to 32% of total power
consumption which mitigates 94,273 tons of CO2.
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For the year under review, your Company filed a
total of 170 patent applications. Cumulatively, your
Company has filed 2,019 patent applications so
far. The Company’s total granted patent portfolio
Your Company has set a target to increase the share stands at 511 across multiple geographies and has
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of renewable energy to around 50% by Financial significantly grown over last few years. This includes
Year 2025. the portfolio of Mahindra Electric Mobility Limited
since it has merged with the Company.
iii. The capital investment on energy conservation
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equipments
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Number of Patents Granted - Cumulave

For the year under review, your Company 600 511
Number of Granted Patents
implemented various projects towards Energy 500

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Conservation, to the tune of Rs. 12.09 crores. 329

400
These projects include Energy efficient motors, 300 232

152
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EC blower, BLDC air circulators, compressor heat 200

85 99
recovery, energy efficient pumps, VFD’s and many
100
more energy conservation initiatives.
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0
Upto F18 F19 F20 F21 F22 F23
Fiscal Years
(B) Technology Absorption
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(i) The efforts made towards technology absorption: Technical Capability Building:
Your Company is committed towards technology
driven innovation and inculcating an innovation Your Company has been continuously investing in
driven culture within the organisation. reskilling its engineers in emerging technology areas of
electric, connected, autonomous vehicle technologies,
During the year under review, your Company smart agricultural implements, precision farming, etc. The
continued to work on advanced technologies, product design engineers are also trained in technologies
upgradation of existing technology and capability like Data Science, AI, IoT, Mechatronics, Design Thinking,
development in the critical areas for current and etc., and are encouraged to leverage the power of these
future growth. technologies in new product development.
(ii) The benefits derived like product improvement, ● Scorpio-N has been awarded a full, 5-star
cost reduction, product development or import safety rating by the Global NCAP (New Car
substitution: Assessment Program). The Scorpio-N scored
five stars for adult occupant protection and
The efforts taken by your Company towards
three stars for child occupant protection. The
technology development and absorption help deliver
first ever body-on-frame SUV to achieve a
competitive advantage and market leadership
5-star Global NCAP rating.
through the launch of customer centric products
and variants, introduction of new features and ● Advanced vehicle features like connected
improvement of product performance. car features, wireless charging, multi-terrain
mode changes, command seating, intelligent
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Some examples of results delivered in the year
cockpit technology, driver drowsiness detection,
2022-23 are:
electronic stability control are implemented in
Automotive Sector the Company’s vehicles.
● Launch of Scorpio-N with Intuitive Adrenox
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● Advanced engine features like Map controlled
Intelligence, Dual Zone Automatic Temperature piston cooling jet, Gasoline Particulate Filter
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Control, Double Barrel Headlamps, 4XPLOR and Shift by cable transmission technology are
Terrain Mode, and world-class safety features. implemented in the Company’s vehicle engines.

● Launch of Scorpio Classic with all-new powerful
mHAWK engine and premium interiors.
● Launch of XUV400, the first all-electric SUV with

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Farm Equipment Sector
● Launch of 6 new tractor variants under the
Yuvo Tech+ platform namely 275 Yuvo Tech+,
cutting-edge technologies, powerful features
405 Yuvo Tech+ and 415 Yuvo Tech+ with the
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including Single Pedal Drive, 3 Intelligent Drive 3-cylinder m-ZIP engine, and the 475 Yuvo
Modes, 7.2 kW Charger, Connected Car feature, Tech+, 575 Yuvo Tech+ and 585 Yuvo Tech+
and Smartwatch Connectivity. with 4-cylinder ELS engine.
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● Launch of Bolero Maxx Pik-Up with iMAXX

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● Yuvo Tech+ series tractors have many advanced

technology, wider track for high-speed stability, features including new high cubic capacity
shorter rear overhang for upright loaded stance, m Zip engine high backup torque, high max
lower turning radius, best in class mileage and torque, best-in-class PTO power, best-in-class
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payload capacity. mileage, parallel engine cooling, 12 Forward

● Launch of Zor Grand Electric Three-Wheeler + 3 Reverse multiple speed options, dual
clutch, SLIPTO (Single Lever Independent PTO),
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with best-in industry power of 12 kW, 50 Nm

4WD with H-M-L speed range, helical gear
torque, Best-in Class gradeability of 11.5° with
for high load-carrying capacity, full constant
excellent pickup, advanced Lithium-ion battery
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mesh transmission, hi-precision control valve,

technology, 170 Cu. feet delivery box, 6 Feet
enhanced lift capacity of up to 1,700 kg, side
loading tray and a range of 100+ km/charge.
shift gear, best-in-class ergonomics, dual acting
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Also, Zor Grand comes with the NEMO connected

balanced power steering and Better service
vehicle platform for fleet management.
interval (400 hours).
● Launch of RoadMaster G75 Smart Motor Grader
● Launched smallest HP 4WD tractor in Mahindra
with 74 HP CRDi engine which is coupled with a
range under Jivo brand for Sugar cane
3m (10 feet) wide blade and iMAXX telematics interculture and Orchards.
solution.
● NEF range of CRDe engines on >50 HP tractors
● Launch of All New Thar RWD with mStallion to meet the Trem IV emission norms. This range
150 TGDI petrol engine and D117 CRDe diesel of Trem IV compliant tractors is equipped
engine. Also, added an electronic brake locking with new innovative features like power mode
differential to the All New Thar 4WD variants. selection, Digisense and global hydraulics.
● Indigenous Design and Development of Tractor Cabin for Export Markets.

● Launch of Novo refresh tractor ranging from 55 to 75 HP meeting TREM 4 emission norms, including patented
multi drivability mode (MDM) feature, high lift capacity of hydraulics, best in class vibration level with balancer shaft
for better riding comfort.
● Introduction of HTBU (high torque back up) Arjun Novo tractor at 50 HP.
● Introduction of 110 HP SCR based NEF engines for Combine Harvester and for Erkunt Tractors.
● Launched Dharti Mitra by farm machinery, a new umbrella brand offering an exclusive range of products that
caters to all farming needs.
● Launch of IoT-based Smart Kit for farm equipment monitoring by Krish-e. The IoT (Internet of Things)-based Smart
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Kit provides equipment owners with detailed insights of their tractors and farm equipment, through GPS-enabled
time tracking and remote monitoring of various parameters from the comfort of a smartphone.
(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the
financial year):
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Sr. Details of Technology Imported Year of Status of Technology
E.
No. Import Absorption
1. Selective Catalyst Reduction (SCR) Technology 2020 Technology Absorbed
2.
3.
Diesel particulate Filter (DPF) Technology
Advanced safety features

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2020
Technology Absorbed
Technology Absorbed
4. Sequential Turn Indicator 2020 Technology Absorbed

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5. Adaptive Driving Beam @ 2020 In the process of Absorption
6. Dynamic Bending Lamp @ 2020 In the process of Absorption

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7. 5-Phase High Efficiency Alternator @ 2020 In the process of Absorption

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8. LIN Controlled Switches 2020 Technology Absorbed
9. Smart Hydraulics 2020 Technology Absorbed

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10. Hill Farming 2020 Technology Absorbed
11. Hydraulic Higher Lift Capacity 2020 Technology Absorbed

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12. DLC coated Piston Pin technology 2021 Technology Absorbed
13. Hollow cam shaft Gasoline engines 2021 Technology Absorbed

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14. Hollow sodium cooled exhaust Valve technology in Gasoline 2021 Technology Absorbed
15. 350 bar GDI System in Gasoline engines 2021 Technology Absorbed
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16. Fully variable displacement oil pump in diesel 2021 Technology Absorbed
17. Map controlled Piston cooling jet 2021 Technology Absorbed
18. Miller + variable geometry gasoline turbine @ 2021 In the process of Absorption
19. Adaptive cruise control 2021 Technology Absorbed
20. Automatic transmission with Neutral controlled function 2021 Technology Absorbed
21. Gasoline Particulate filter 2021 Technology Absorbed
22. Potato Planter Electric Vibrator 2022 Technology Absorbed


23. Mass Balancer Shaft for 4 Cylinder Engine 2022 Technology Absorbed
24. Smart Combine Harvester 2022 Technology Absorbed
25. High Ground Clearance Tractor @ 2022 In the process of Absorption
26. Dual Fuel CNG Tractor @ 2022 In the process of Absorption
27. Electronic Hydrostatic Transmission (eHST) for tractors @ 2022 In the process of Absorption
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28. Electronic Power Shuttle (ePST) for tractors @ 2022 In the process of Absorption
29. Electronic Depth & Draft Control (EDDC) for tractors @ 2022 In the process of Absorption
30. Engine start/Go Home/Lead me Home using BLE for tractors @ 2022 In the process of Absorption
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31. Multi Drive Mode Engine for tractors 2022 Technology Absorbed
32. Auto Implement lifting & PTO stop for tractor safety @ 2022 In the process of Absorption
E.
33. Selective Auto Braking while turning of tractors @ 2022 In the process of Absorption
34. Global Hydraulics
35. Electric Tractor @

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2022
Technology Absorbed
In the process of Absorption
36. Intelligent energy management @ 2022 In the process of Absorption

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37. Passive SCR for diesel engines for BS6.2 @ 2022 In the process of Absorption
38. NOx sensor application for BS6.2 @ 2022 In the process of Absorption
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39. PN sensor application for BS6.2 @ 2022 In the process of Absorption

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40. High Voltage LFP battery cell application @ 2022 In the process of Absorption
41. 3 in 1 E drive system application for BEV @ 2022 In the process of Absorption
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42. High power onboard charger application for Electric vehicles @ 2022 In the process of Absorption
43. Aluminum extrusion battery pack application in Electric vehicles @ 2022 In the process of Absorption
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44. Interior Illumination @ 2022 In the process of Absorption
45. Emotion recognition @ 2022 In the process of Absorption

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46. Digital Key @ 2022 In the process of Absorption
47. Smart cabin personalization @ 2022 In the process of Absorption

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48. Advanced driver assistance systems (ADAS) L2+ @ 2022 In the process of Absorption
49. Prognostics @ 2022 In the process of Absorption
50. Central integrated module @ 2022 In the process of Absorption
51. V2X connectivity @ 2022 In the process of Absorption
52. Regional language voice engine @ 2022 In the process of Absorption
53. Smart Surface @ 2022 In the process of Absorption
54. Wellness seat (ventilated/massager) @ 2022 In the process of Absorption


55. Thermal control glass @ 2022 In the process of Absorption
56. Active grill shutter @ 2022 In the process of Absorption
57. Clean Cabin @ 2022 In the process of Absorption
58. Semi Dampening Control @ 2022 In the process of Absorption
59. Integrated Dynamic Brake @ 2022 In the process of Absorption
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60. Active noise Cancellation @ 2022 In the process of Absorption
61. Signature sound @ 2022 In the process of Absorption
62. Electronic 4WD Tractor @ 2023 In the process of Absorption
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63. Aluminum cylinder head for Tractor Engines @ 2023 In the process of Absorption
64. EGR cooler module for Tractor Engines @ 2023 In the process of Absorption
E.
65. Passive Diesel Particulate Filter for off-road engines @ 2023 In the process of Absorption
66. Active Diesel Particulate Filter for off-road engines @ 2023 In the process of Absorption
67. Tractor Engines for Stage V emission norms @ LIN

68. Remote Selective Catalytic Reduction for off-road engines @
2023
2023

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69. TREM-V for Domestic Tractors @ 2023 In the process of Absorption
70. BS-V (CEV) for Domestic construction equipment vehicles @ 2023 In the process of Absorption
71. Light weight Piston & Connecting rod for Off-road engines @ 2023 In the process of Absorption
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72. Low friction off-road engines @ 2023 In the process of Absorption
73. Level 2 Tractor Automation for driver assistant - straight line and
headland turn @ 2023 In the process of Absorption
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74. ASIC rated BMS application in HV battery packs @ 2023 In the process of Absorption
75. Cell to Pack battery pack technology @ 2023 In the process of Absorption
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76. Cell supervisor circuit in HV battery @ 2023 In the process of Absorption
77. Rack-assist steering with Variable Gear Ratio (VGR) technology @ 2023 In the process of Absorption
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78. i-Link front suspension technology @ 2023 In the process of Absorption

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79. 5-link rear suspension technology @ 2023 In the process of Absorption
80. Mars Roof technology @ 2023 In the process of Absorption
81. Fixed glass roof technology @ 2023 In the process of Absorption
82. Ambient lightening @ 2023 In the process of Absorption
83. Next generation cockpit with edge to edge display @ 2023 In the process of Absorption
84. Semi-active suspension @ 2023 In the process of Absorption
85. Integrated Electronic Brake system @ 2023 In the process of Absorption
86. Torque Vectoring @ 2023 In the process of Absorption


87. Split type HVAC system @ 2023 In the process of Absorption
88. Active Grill Shutter @ 2023 In the process of Absorption
89. Heat-pump technology @ 2023 In the process of Absorption
90. Tri-zone cooling technology @ 2023 In the process of Absorption
91. PM sensor with cabin air quality Index display @ 2023 In the process of Absorption
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92. Driver-Only HVAC cooling mode @ 2023 In the process of Absorption
93. Auto Defog @ 2023 In the process of Absorption
94. High-energy low-friction check-arm @ 2023 In the process of Absorption
95. Pillar mounted outer door handle @ 2023 In the process of Absorption
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96. Aluminum Energy Absorbers in BIW @ 2023 In the process of Absorption
E.
97. Plastic Energy Absorbers for light weighting @ 2023 In the process of Absorption
98. Semi-hidden waist seal @ 2023 In the process of Absorption
99. Hybrid doors and glass run seal @
100. Smart wiper @

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2023
101. AR-HUD windshield with wedge PVB and press bending @ 2023 In the process of Absorption
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102. Laminated acoustic side glass @ 2023 In the process of Absorption
103. Acoustic tail glass @ 2023 In the process of Absorption

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104. Strap-type Inner Door Handle @ 2023 In the process of Absorption
105. Illuminated logo @ 2023 In the process of Absorption
106. Power operated lift-gate with hands-free access @ 2023 In the process of Absorption
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107. Compact and foldable sun visor @ 2023 In the process of Absorption
108. Smart Haptic Seats (Massager & additional features) @ 2023 In the process of Absorption
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109. Lounge Seats for Staycation @ 2023 In the process of Absorption
110. Hybrid Cross Car Beam (Mg Steel) for light weighting @ 2023 In the process of Absorption
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111. CAP sense switches @ 2023 In the process of Absorption

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112. Asymmetric tires with high cornering stiffness @ 2023 In the process of Absorption
113. Low rolling resistance tires @ 2023 In the process of Absorption
114. Low friction wheel bearing @ 2023 In the process of Absorption
115. Tires with foam for low noise @ 2023 In the process of Absorption
116. Styled steel wheel rim @ 2023 In the process of Absorption
117. Alloy wheel with flow forming @ 2023 In the process of Absorption
118. Hydro-bush for NVH and ride improvement @ 2023 In the process of Absorption
119. Open Bleed Technology @ 2023 In the process of Absorption


120. Hydraulic Compression Stopper @ 2023 In the process of Absorption
121. Pillar to Pillar 3-Screen Display & HMI @ 2023 In the process of Absorption
122. OTA Updates - Software Defined Vehicle @ 2023 In the process of Absorption
123. OTT Entertainment Apps - Software Defined Vehicle @ 2023 In the process of Absorption
124. DOMS - Software Defined Vehicle @ 2023 In the process of Absorption
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125. Ambient Lighting @ 2023 In the process of Absorption
126. Animation and Start up Sequencing @ 2023 In the process of Absorption
127. Ice Cube Theme in Head lamp @ 2023 In the process of Absorption
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@ Areas where Technology not fully absorbed, reasons thereof:
All imported technologies ‘In the process of Absorption’ would be absorbed as per the respective Technology
E.
Absorption Schedule.
(iv) The expenditure incurred on Research and Development:
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The Company spent Rs. 2,780.57 crores (including Rs. 1,940.96 crores on Capital Expenditure) for Research &
Development work during the year, which was approximately 3% of the total turnover.
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(C) Foreign Exchange Earnings and Outgo
Foreign Exchange earnings and outgo during the year under review are as follows:
(Rs. in crores)
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Total Foreign Exchange Earned and Outgo For the Financial Year For the Financial Year
ended 31st March, 2023 ended 31st March, 2022
Foreign Currency Earnings 4,466.66 3,328.15

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Foreign Exchange Outgo 7,048.74 2,789.11

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For and on behalf of the Board

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ANAND G. MAHINDRA
Chairman
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DIN: 00004695
ANNEXURE VIII
POLICIES
Your Company is committed to adhere to the highest possible standards of ethical, moral and legal business conduct. Considering
this, your Company has formulated certain policies, inter alia, in accordance with the requirements of the Companies Act, 2013
(“the Act”), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), SEBI (Prohibition of
Insider Trading) Regulations, 2015 and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. The policies
as mentioned below are available on the Company’s website and can be accessed in the Governance section at the Web-link:
https://www.mahindra.com/investor-relations/policies-and-documents. These policies are reviewed periodically and are updated
as and when needed. During the year, the Company had revised and adopted some of its Policies in order to align the same
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with recent changes in Corporate Laws.
A brief description about the Key Policies adopted by the Company is as under:
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Sr. Name of the Policy Brief description Summary of key changes made to the
No. Policies during the year
E.
1. Whistle-blower Policy The Vigil Mechanism as envisaged in the Act and There has been no change to this policy.
Listing Regulations is implemented through the
Whistle-blower Policy to provide for adequate
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safeguards against victimization of persons who
use such mechanism and make provision for
direct access to the Chairperson of the Audit
Committee.
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2. Code of Conduct The Board of your Company has laid down two The Directors of your Company approved
separate Codes of Conduct, one for all the amendment to the Code of Conduct with a
Board Members and the other for Employees view to simplify the Code, making it more
of the Company. This Code is the central policy comprehensive, including new Clauses to
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document, outlining the requirements that the keep it relevant with the evolving Society
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employees working for and with the Company and business environment.
must comply with, regardless of their location.
There has been no change to the Code of
Conduct for Board Members.
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3. Dividend Distribution Policy The Dividend Distribution Policy as per There has been no change to this policy.
Regulation 43A of the Listing Regulations is
attached as Annexure I to the Board’s Report
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and forms part of this Annual Report.

4. Code of Practices and This Code has been formulated to ensure prompt, There has been no change to the Code.
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Procedures for Fair Disclosure timely and adequate disclosure of Unpublished

of Unpublished Price Sensitive Price Sensitive Information (“UPSI”) which,
Information inter alia, includes policy for Determination of
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“Legitimate Purposes”.
5. Policy for determination of This policy requires the Company to make There has been no change to this policy.
Materiality for disclosure of any disclosure of events or information which are
Events or Information material to the Company as per the requirements
of Regulation 30 of the Listing Regulations.
6. Policy for determining Material The policy is used to identify material subsidiaries There has been no change to this policy.
Subsidiaries of the Company and to provide a governance
framework for such material subsidiaries.
7. Policy on Materiality of and The policy has been framed in order to regulate There has been no change to this policy during
Dealing with Related Party all Related Party Transactions of the Company. the year.
Transactions
Subsequent to the year end, the Policy has
been amended to inter alia align with the
provisions under Listing Regulations which
were applicable with effect from 1st April, 2023.
8. Policy on Appointment This policy includes the criteria for determining There has been no change to this policy
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of Directors and Senior qualifications, positive attributes and during the year.
Management and succession independence of a Director, identification of
planning for orderly succession persons who are qualified to become Directors Subsequent to the year end, the Policy
to the Board and the Senior and who may be appointed in the Senior has been amended to inter alia align with
Management Management Team in accordance with the the amendment to the Listing Regulations
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criteria laid down in the said Policy, succession including definition of ‘Senior Management’.
planning for Directors and Senior Management,
E.
and policy statement for Talent Management
framework of the Company.
9. Policy for remuneration of This policy sets out the approach of the Company There has been no change to this policy.
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the Directors, Key Managerial towards the Compensation of Directors, Key
Personnel and other employees Managerial Personnel and other employees in
the Company.
10. Corporate Social Responsibility The Corporate Social Responsibility Policy is The CSR Policy of the Company was
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Policy aimed, inter alia, at promoting a unified and amended to include in Annexure-1 of the
strategic approach to CSR across the Company CSR Policy, the CSR Projects undertaken by
by incorporating under one “Rise for Good” the Company in the Financial Year 2022-
umbrella the diverse range of its philanthropic 23.
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giving, identifying select constituencies and

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causes to work with, thereby ensuring a high

social impact.
11. Archival Policy As per the policy, the events or information There has been no change to this policy.
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which has been disclosed by the Company to

the Stock Exchanges pursuant to Regulation
30 of the Listing Regulations shall be hosted
on the website of the Company for a period of
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5 years from the date of hosting.
12. Business Responsibility Policy The objective of this policy is to ensure a unified There has been no change to this policy.
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and common approach to the dimensions

of Business Responsibility across M&M and
Group companies, act as a strategic driver that
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will help all Group Companies respond to the

complexities and challenges that keep emerging
and be abreast with changes in regulations.
13. Safety, Occupational Health and The vision of the policy is to sustain zero incident, There has been no change to this policy.
Environment Policy zero occupational health hazard and pollution
free working environmental organization.
14. Policy on Prevention of Sexual The policy on Sexual Harassment is for There has been no change to this policy.
Harassment redressal of complaints received regarding
sexual harassment and compliance of other
provisions as per the Sexual Harassment of
Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013. The Company in its
good governance has extended the same to
male employees also.
15. Anti-Bribery and Anti-Corruption While the basic tenets of anti-bribery and During the year under review, the Directors
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(ABAC) Policy anti-corruption policy are enshrined in the of your Company approved amendments to
Code of Conduct of the Company, this Policy this Policy with a view to simplify and make
comprehensively captures the Company’s the Policy concise by retaining the essence
approach towards bribery and corruption in and ethos of the Policy.
detail.
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16. Investor Grievance Redressal The Policy is to promote and build prompt The Escalation Matrix for Investor
Policy Investor Grievance Redressal Mechanism and Grievances forming part of the Policy has
E.
investor friendly relations. been updated during the year under review.
17. Policy on Gifts & Entertainment The Policy lays down the guidelines for During the year under review a concise
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acceptance of gifts and entertainment by
employees of the Company. Permitted deviations
& processes are laid down through this Policy.
version of the Policy was adopted without
any material change and retaining the
essence and ethos of the Policy. Definitions
from the Policy have been moved to the
document ‘M&M Policy Definitions’.
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Subsequent to the year end, the Directors
of your Company approved amendments
to this Policy with a view to include a
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clause on offering or accepting invitation

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to sporting, cultural or other events which

Mahindra organises / sponsors or to which
Mahindra has access, with prior approval
of the relevant Group Executive Board
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(GEB) member and a clause on combining

a colleague’s social event with business
travel.
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Particulars of loans/advances, etc. pursuant to Para A of Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015
Loans and advances in nature of loans to Subsidiaries: (Net of Provisions)

(Rs. in crores)
Name of the Company Balances as on Maximum

31st March, 2023 outstanding
during the year
Mahindra Overseas Investment Company (Mauritius) Limited 1,583.47 1,583.47
Mahindra Airways Limited 0.00 4.17
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Mahindra Agri Solutions Limited 34.00 34.00
Mahindra Two Wheelers Europe Holdings S.A.R.L.
#
0.00 34.37
Mahindra Susten Private Limited 575.00 575.00
Classic Legends Private Limited
@
150.00 150.00
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Ssangyong Motor Company (SYMC)* 0.00 64.89
E.
Mr. Rajesh Jejurikar (Director of the Company) is also a Director of Mahindra Two Wheelers Europe Holdings S.A.R.L. but he does not have any
#
other concern or interest.

@
Mr. Anand G. Mahindra (Promoter & Director of the Company) and Mr. Rajesh Jejurikar (Director of the Company) are also Directors of Classic Legends
Private Limited but they do not have any other concern or interest.
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* Ssangyong Motor Company (SYMC) ceased to be a subsidiary of the Company under the Companies Act, 2013 w.e.f. 2nd September, 2022. SYMC had
already ceased to be a subsidiary as per Indian Accounting Standards (Ind AS) w.e.f. 24th December, 2020. SYMC is also not treated as related party.
Loans and advances in nature of loans to Associates/Joint Venture:

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(Rs. in crores)
Name of the Company Balances as on Maximum

31st March, 2023 outstanding
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during the year

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Mahindra Ideal Lanka Private Limited 0.00 1.94

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ITA
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E.
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ITA
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E.
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MANAGEMENT DISCUSSION
AND ANALYSIS
Mahindra & Mahindra Limited ("M&M") or ("Mahindra") is the flagship INDUSTRY STRUCTURE,
company of the Mahindra Group, which consists of diverse business
interests across the globe.
OVERVIEW AND TRENDS
At Mahindra, we constantly push the boundaries of possibilities to
create products and technology-led services that enable our
AUTOMOTIVE INDUSTRY
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customers and stakeholders to Rise. By focussing on customer In Calendar Year 2022, worldwide sales of Passenger Cars and
centricity, delivering accessible technology, innovation and Commercial Vehicles increased to 81.6 million, a de-growth of 1%
enhancing people capabilities, we continue to drive growth in the over the Calendar Year 2021 sales of 82.7 million. Global Passenger
domestic market while pursuing global expansion. Car sales reported a growth of 1.9% and Commercial Vehicle sales
reported a de-growth of 8.3%. The global auto industry is still
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In the Financial Year 2022-23, your Company sold 6,98,456 vehicles
recovering from COVID-19 impact and is down by 11% from an all-
(a growth of 50% over the previous year) and 4,07,545 tractors
time high in 2017. India has achieved 3rd rank behind China and the
(under the Mahindra, Swaraj and Trakstar brands, a growth of 14.9%
E.
United States of America in the segments for passenger and
over the previous year). These are the highest ever vehicle sales and
commercial vehicles together.
tractor sales in any year by the Company.
DOMESTIC SALES
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The fastest
growing segment
14.9%
worldwide was
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50%
that of Electric
Vehicles (EVs) and
has grown at 58%
CAGR over the last
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6,98,456 4,07,545
five years. Annual
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global EV sales
VEHICLES SOLD TRACTORS SOLD stand at 7.1 million
which is 12.4% of
total PV sales, as
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GLOBAL SALES compared to just

1% five years back.
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(Source: OICA - Organisation Internationale des Constructeurs d 'Automobiles)

33.6%
6,97,494 4,24,276
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The long-term growth outlook for the Indian auto industry is positive,
driven by robust economic growth outlook, focussed Government
VEHICLES TRACTORS policies with vision for 2047, Government focus on road and
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infrastructure development, increasing income levels, current low

levels of vehicle penetration, rapid urbanisation and a large, young
The Automotive and Farm Sectors, along with their subsidiaries, and aspiring population.
associate companies and joint ventures, achieved global sales of While the long-term outlook for the Indian auto industry is promising,
1.12 million vehicles and tractors (6,97,494 vehicles and 4,24,276 there has been some softening of demand for automobiles during
tractors), a growth of 33.6% over the previous year. the period between F19 - F23, as compared to the previous ten-year
period of F09 - F19. Exports from India too have been impacted in this
period.
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Segment CAGR F09-F19 CAGR F19-F23 Partial recovery of Auto Industry was principally a result of:
PV (Domestic Sales) 8.1% 3.6%

CV (Domestic Sales) 10.1% -1.1%
Domestic Sales (Excl. 2W) 8.3% 1.2%
PV (Export) 7.3% -0.5%
CV (Export) 8.9% 0.7% Supply shortage of Rural recovery compared
semiconductors in to pre-pandemic still
first half of F23. needs time.
The softening of demand in the last three years is a result of tapering
of GDP growth, shortage of semiconductors, loss of income due to
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COVID-19 in F20-21, increasing cost of ownership due to addition of
multiple safety features and implementation of stricter emission As a result, the industry volume of two-wheelers and three-wheelers
norms during the last few years. are showing slower recovery and are still down by 25.1% and 30.3%
compared to F19 levels.
The Indian auto industry is aware of the need for reducing
dependence on imported oil, improving safety on the roads and most Over the ten years between F13 and F23, the Utility Vehicle (UV)
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importantly, the need for clean air. Over the years, the industry has segment has witnessed a good growth of 13.7% CAGR. UV, as
made significant investments in indigenisation of technologies in the share of PV, has increased from 13.8% in F12 to 51.5% in F23.
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conventional vehicles space where meeting BS-VI in 3 years is an This growth in UV is driven by increased customer preference for UV-
example. In F23, the industry has implemented BS6.2 emission styled vehicles and a shift from compact cars to compact UVs (less
norms in the country. The Government of India (GOI) has notified
Electric vehicle technology and Hydrogen fuel cell technology as
advanced automotive technology under PLI (Production Linked
Incentive) Scheme. The GOI's ambitious scheme to expedite the
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than 4m length). In the last two years (F22 - F23), there were 18 new
launches in the UV segment, and these accounted for 8% of UV
volume in F22-23. For the year F23, compact UVs accounted for 50%
of UV volume.
adoption of electric vehicles - Faster Adoption and Manufacturing of
Electric Vehicles in India Phase II (FAME Phase II)-has been extended
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by 2 years i.e. up to 31st March, 2024.
We believe that electric vehicle
adoption in India would be led by
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e-3W; the key drivers being

The Government of India has
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improving operating economies,

announced the PLI (Production
easy deployment for last/first mile
Linked Incentive) Scheme for
connectivity (including at metro
AAT (Advance Automotive
stations) and the growth of start-
Technologies) like battery electric
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ups as 3W aggregators. For the

vehicles and hydrogen fuel cell
year F23, a total of 65,059 e-3W
vehicles.
were sold, accounting for 8.5% of
the 3W industry.
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Furthermore, with the objective of maximising local value addition

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and building competitiveness of the Indian industry, the Government

has announced the Phased Manufacturing Plan (PMP). The Indian
auto industry is making the necessary investments and is focused on
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building capabilities in the EV space.
AUTO INDUSTRY IN FY 2022-23

In Financial Year 2022-23, the Indian auto industry has shown double
digit growth across all segments. Passenger vehicles have reached
new highest ever mark with 3.89 million sales units while commercial
vehicles are still below F19 levels by 4.5%. Indian auto industry sales
(excluding two-wheelers) have recorded highest ever sales of 5.3
million units with 15.7% YoY growth.
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Industry Segment Domestic Industry Volume YoY Growth
F21 F22 F23 F21 F22 F23
Passenger Cars 15,41,866 14,67,039 17,47,376 -9.1% -4.9% 19.1%

Utility Vehicles 10,60,750 14,89,219 20,03,718 12.1% 40.4% 34.5%
MPV (Vans) 1,08,841 1,13,265 1,39,020 -17.6% 4.1% 22.7%
Passenger Vehicles 27,11,457 30,69,523 38,90,114 -2.2% 13.2% 26.7%
MHCV 1,60,688 2,40,577 3,59,003 -28.4% 49.7% 49.2%
MHCV Passenger 7,322 11,804 38,410 -81.7% 61.2% 225.4%
MHCV Goods 1,53,366 2,28,773 3,20,593 -16.8% 49.2% 40.1%
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ICV Goods (7.5 to 12T) 27,962 34,822 35,298 -32.1% 24.5% 1.4%
MCV Goods (12 to 18.5T) 37,402 51,835 68,187 -7.3% 38.6% 31.5%
HCV Goods >18.5T 88,002 1,42,116 2,17,108 -14.5% 61.5% 52.8%
LCV 4,07,871 4,75,989 6,03,465 -17.3% 16.7% 26.8%
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LCV Passenger 12,088 19,957 44,315 -73.6% 65.1% 122.1%
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LCV Goods < 2T GVW 1,40,109 1,71,461 1,92,982 -21.8% 22.4% 12.6%
LCV Goods 2-3.5T GVW 2,25,658 2,51,944 3,31,655 -2.6% 11.6% 31.6%
LCV Goods > 3.5T GVW 30,016 32,627 34,513 -17.4% 8.7% 5.8%
Total CV
3W Passenger
3W Goods
5,68,559
1,35,414
84,032
7,16,566
1,73,356
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76,174
9,62,468
3,61,094
97,540
-20.8%
-74.2%
-24.7%
26.0%
28.0%
-9.4%
34.3%
108.3%
28.0%
3W-e-Rickshaw - 10,580 26,654 NA NA 151.9%
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3W-e-Cart - 1,275 3,480 NA NA 172.9%
3W 2,19,446 2,61,385 4,88,768 -65.6% 19.1% 87.0%
Scooters 44,82,305 41,12,672 51,90,018 -19.5% -8.2% 26.2%
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Motorcycles 1,00,21,231 89,84,186 1,02,30,502 -10.6% -10.3% 13.9%

Mopeds 6,17,247 4,73,150 4,41,567 -3.1% -23.3% -6.7%
2W 1,51,20,783 1,35,70,008 1,58,62,087 -13.2% -10.3% 16.9%
Quadricycle -12 124 725 -101.3% 1133.3% 484.7%
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Total Domestic 1,86,20,233 1,76,17,606 2,12,04,162 -13.6% -5.4% 20.4%

Total Domestic (Excl. 2W) 34,99,450 40,47,598 53,42,075 -15.2% 15.7% 32.0%
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TRACTOR INDUSTRY TRACTOR INDUSTRY IN FY 2022-23

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The long-term growth outlook for the Indian tractor industry Indian tractor industry with an annual sale of 9.45 lakh unit in F23,
remains positive. Over the period F07 to F23, the domestic tractor recorded its highest ever annual sales. The year saw a growth of
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industry grew at a CAGR of 6%. The key growth drivers were around 12.2% over F22. However, exports dropped by ~3% YoY and
increasing affordability, growing demand for farm mechanisation, can be partly attributed to high base of last year when the industry
emergence of newer technologies in the farming sector, and witnessed steep growth of around 45% YoY.
continued focus of Government on improving the state of
agriculture in India.
ANNUAL SALE
12.2%
INDIAN
TRACTOR
INDUSTRY
9.45
LAKH UNIT IN F23
Growth
Over F22
HIGHEST EVER
ANNUAL SALES
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Amidst several disruptions in the global agricultural commodity Increase in allocation of Government budget on infrastructure and
market, Indian agriculture stood strong and resilient. Positive gains rural development is likely to benefit commercial demand, going
were witnessed with rising crop prices, adequate rainfall in most part forward. In addition to demand remaining buoyant, supply situation
of the country supported crop output. The rural sentiments also eased during F23 as raw material and labour shortage which
remained buoyant during the peak sowing months, with significant affected the industry in the previous years, saw normalisation.
surge in GoI spending in rural sector during the Rabi sowing months
and continued focus to institutionalise agriculture credit. The year Your Company's share in Domestic Tractor Industry
also witnessed revival in demand from commercial segment which stood at 41.2% in F23.
was tepid during previous year.
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YOUR COMPANY'S PERFORMANCE
AUTOMOTIVE SECTOR
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During the year under review, your Company in India is the:
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4th Largest No.3 No.1 No.1
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Passenger Vehicle SUV Maker SUV Maker Commercial Vehicle

Company by Volume by Revenue Exporter
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Your Company's share of the

total Indian Auto Industry stood at 12.6%
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nd For the year under review, your Company

2 Largest achieved highest ever overall volumes of
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Commercial Vehicle
Company
6,66,349 vehicles
in the domestic market, a growth of 53.9%
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over the previous year.
Your Company also clocked and also recorded

the highest ever
annual sales of its SUVs at
highest ever
Largest 3,56,961 units, production
at the Kandivali
Small Commercial with a growth of 59.6% over and Chakan plants.
Vehicle Company (<3.5T) the previous year
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The table below summarises the performance of your Company across various Industry segments:
Industry Segment Industry M&M M&M Market Share
F23 Growth F23 Growth F23 F22

Utility Vehicles 20,03,718 34.5% 3,56,961 59.6% 17.8% 15.0%
Passenger Cars 17,47,376 19.1% 214 262.7% 0.0% 0.0%
MPV (Vans) 1,39,020 22.7% 2,078 -3.5% 1.5% 1.9%
Passenger Vehicles 38,90,114 26.7% 3,59,253 59.0% 9.2% 7.4%
LCV Goods < 2T GVW 1,92,982 12.6% 40,419 26.2% 20.9% 18.7%
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LCV Goods 2-3.5T GVW 3,31,655 31.6% 1,98,121 42.9% 59.7% 55.0%
LCV Goods < 3.5T 5,24,637 23.9% 2,38,540 39.8% 45.5% 40.3%
LCV Goods > 3.5T GVW 34,513 5.8% 1,959 11.9% 5.7% 5.4%
LCV Goods Total 5,59,150 22.6% 2,40,499 39.5% 43.0% 37.8%
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M+ICV Goods (7.5 to 18.5T) 1,03,485 19.4% 1,657 46.0% 1.6% 1.3%
HCV Goods > 18.5T 2,17,108 52.8% 4,742 39.1% 2.2% 2.4%
E.
MHCV Goods 3,20,593 40.1% 6,399 40.8% 2.0% 2.0%
LCV Passenger 44,315 122.1% 1,678 1090.1% 3.8% 0.7%
CV Passenger
CV Total
44,315
9,24,058
122.1%
31.1%
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2,48,576
1090.1%
40.3%
3.8%
26.9%
0.7%
25.1%
3W 4,88,768 87.0% 58,520 94.6% 12.0% 11.5%
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Total Domestic 53,02,940 31.4% 6,66,349 53.9% 12.6% 10.7%
In F23, your Company launched the Scorpio-N, which is built on the new third-generation body-on-frame platform. It offers a disruptive customer-
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value proposition with its unmissable presence, spirited performance, sci-fi technology and world-class safety. It is also one of India's safest
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vehicles, having received a 5-star safety rating from Global NCAP, and has garnered 24 awards from the media and auto community. The launch
recorded 1,00,000 bookings for the All-New Scorpio-N within 30 minutes of the booking commencement and also recorded 25,000 bookings
within one minute of the booking commencement.
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25,000
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BOOKINGS
within
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1 minute
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Your Company also launched the Scorpio Classic, the new avatar of its iconic brand Scorpio. Over 20 years, the Scorpio has attained legendary
status and has represented the tough and authentic DNA of your Company's SUVs. The Scorpio Classic, which retains the silhouette of the
original Scorpio, now offers a refreshed design, enhanced performance, improved ride quality and built-in technology.
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E.
In August 2022, your Company announced the Born Electric Vision,
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Later, in February 2023, your Company unveiled the Rall-E concept
which aims to bring electric offerings to the Company's portfolio. On at the EV Fashion Festival in Hyderabad during India's 1st Formula E
15th August, 2022, your Company unveiled five electrifying SUVs race weekend and celebrated the first showcase in India for the
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under two brands based on the Born Electric INGLO platform at the BE.05 and XUV.e9.
M.A.D.E Design Studio in the UK. The manifestation of these two
The event showcased the Company's commitment to electric
brands has been showcased via five e-SUVs: the XUV.e8, XUV.e9,
mobility and its plans to launch a new range of electric SUVs in the
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BE.05, BE.07, and BE.09. The first four of these are planned to be
Indian market.
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launched between 2024 and 2026.

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Your Company took the wraps off the fun and fast XUV400 electric
SUV on the eve of World EV Day - 9th September, 2022. The XUV400 is
the first EV from your Company to feature the copper-finish Twin
Peaks logo, giving it a distinctive presence on the road. Launched on
Republic Day 2023, the XUV400 recorded over 10,000 bookings on
the Extended Republic Day Weekend. The XUV400 is built on the
tough GNCAP 5-star rated XUV300 platform and is the widest C-
segment SUV, offering occupants class-leading safety and comfort.
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The XUV400 powered by a high-capacity 39.4 kWh lithium-ion battery, delivers an anxiety-free range of 456 kilometers as per Indian driving
cycle standards (Modified Indian Driving Cycle [MIDC]).
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E.
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On 7th October, 2022, your Company launched the XUV300 TurboSport™ series, the first SUV of your Company to be powered by an all-new 1.2 L
mStallion TGDi engine that boasts unrivaled performance and an over-boost capability for momentary peak torque as high as 250 Nm.
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In January 2023, your Company introduced an all-new range of the Thar, making it accessible to a wider range of thrill-seekers. Additionally, in
March, your Company announced a production milestone of 1,00,000 units for the All-new Thar.
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E.
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All the new launches, product updates, and Future EV Vision In the Pickup sub-segment (LCV goods 2 to 3.5T), your Company sold
announcement have successfully helped your Company to maintain 1,98,121 vehicles, a growth of 42.9% over the previous year. Your
No. 1 Position in Brand Power in F23. Company's market share in the pickup segment stands at 59.7%
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compared with 55% over last year. Your Company has been the
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Your Company's Bolero SUV has crossed the 1 lakh mark in sales
leader in the pickup segment for over 20 years, and it has always
in F23, marking a significant milestone. Also, since its introduction
been your Company's endeavour to enhance the Customer Value
in 2000, the Bolero has sold over 14,00,000 units across India.
Proposition of its offering. In August, 2022, your Company launched
Your Company has retained No. 1 position in LCV <3.5T segment the Bolero Maxx Pik-Up City 3000, a new brand of futuristic pickups
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which is largest segment of CV industry for the nine consecutive catering to the transport and logistics needs of modern India. The
years with 45.5% market share. LCV <3.5T goods account for 55% of launch of the Bolero Maxx Pik-Up marked a significant milestone in
the total CV industry. the light commercial vehicle (LCV) segment, as it came with
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advanced connected technology - iMaXX telematics solution,

segment leading comfort and safety, several enhanced features,
power, maximum payload capacities and higher mileage. Your
No. 1 No. 1
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Company also updated the Bolero Pik-Up range with Bolero Maxx
Position Position Pik-Up range in April, 2023.

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in Brand Power in LCV <3.5T

in F23 segment
Sold
42.9%
1,98,121
Pickup sub-segment Growth
Vehicles Over F22
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In <2T segment, the Company sold 40,419 vehicles, a growth of LMM

26.2% over the previous year. The Company's market share grew by
In the Last Mile Mobility (LMM) segment, your Company sold 58,626
2.3% over last year and stands at 20.9% in <2T segment. In August,
passenger and goods three-wheelers, a growth of 94%, with a
2022, your Company launched the 'New Jeeto Plus CNG CharSau', an
market share of 12% in F23 vs 11.5% in F22. Your Company has a
addition to its existing Jeeto Plus range that promises to set new
wide range of offerings inclusive of electric, CNG, diesel and petrol
standards in fuel efficiency and mileage.
products with the latest addition being the all-new cargo electric
three-wheeler Zor Grand electric. The Zor Grand is superior in
performance, mileage, and overall earning potential, and has been
widely accepted by customers across the country. The unwavering
trust in the Mahindra Zor Grand has been enabled by strong in-house
competencies in the areas of battery, motor and telematics backed
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by rigorous validation and experience of putting more than 50,000+
three-wheeler EVs on the road.
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58,626
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3-wheelers
sold
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PRODUCTION MILESTONES
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Your Company's Chakan Plant produced highest ever 2.5 lakh
vehicles in F23 and crossed 16 lakh vehicles since inception. The
Haridwar Plant Crossed 13 lakh vehicles since inception and crossed
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50,000 vehicles milestone of e-Alfa Platforms in F23.

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Your Company is the pioneer for Electric Vehicles (EVs) in India, and
for the year under review, sold 46,109 EVs (2,416 four wheelers and
43,693 three wheelers) as against 17,006 EVs (61 four wheelers and
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16,945 three wheelers) in the previous year. Your Company is

committed to achieve sustainability targets with strong growth plan
and lead the EV revolution from the front.
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Chakan Plant Haridwar Plant

crossed crossed
16 lakh 13 lakh
vehicles since vehicles since
inception inception
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AUTOMOTIVE SECTOR - EXPORT FROM INDIA -

TRUCK & BUS DIVISION AUTOMOTIVE SECTOR
Your Company recorded phenomenal growth of 56% over last year The Automotive Sector of your Company exported a total of 32,107
achieving 10,036 volumes. The Q4 F23 resulted in EBDITA positive vehicles in F23, becoming the No. 1 CV Exporter (as per SIAM
for your Company. Your Company launched the CRUZIO range of definition) in India for the year. Growth in regions of Africa, ANZ and
Buses which was declared as 'CV-Staff Bus Of The Year' at Apollo CV Middle East offset the impact of headwinds from South Asia. The
Awards 2022. subsidiaries in South Africa and Australia delivered a growth of over
50% in retail and stood among the fastest growing brands in their
respective countries.
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Your Company took its SUVs,
XUV700 and Scorpio-N to global
markets with launches in South
Africa, Australia, New Zealand and
Nepal. With improved product mix
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of the global portfolio, your
Company delivered export
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revenue growth over last year.
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Your Company continues to enhance its presence and participation in
global markets with its range of SUVs and commercial vehicles. Your
Company is among the top 5 brands in South Africa in the pickup
segment by volume and market share.
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MAHINDRA CONSTRUCTION
EQUIPMENT (MCE)
In the Construction Equipment industry in the Backhoe Loader
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segment, your Company sold 1,424 machines, a growth of 50% over

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the previous year. Your Company launched the New Grader Smart
G75, which helped your Company to become No. 2 player in Motor
Grader with 21.3% (+9%) market share. Your Company saw 90%
improvement in EBDITA with 3 quarters ending up with positive
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EBDITA.
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FARM EQUIPMENT SECTOR Farm Mechanisation is an important enabler to address the concerns
of farm productivity and farm labour shortage. Your Company has
Your Company achieved several milestones with robust demand for
aggressive plans to grow its Farm Machinery business, through
tractors and farm equipment, and sound execution of plans. Demand
launch of 'Made in India' farm machinery products. These include
from global and domestic tractor markets was extraordinary, and
rotary tillers, harvesters and rice transplanters amongst others.
with the right efforts made in this business, your Company is ready to
seize those opportunities to the best of its abilities.
For the period under review, your Company sold a total of 4,07,545 During the year, Mahindra Farm
tractors (domestic plus export), under the Mahindra, Swaraj and Machinery clocked highest ever
Trakstar brands, against 3,54,698 tractors sold in the previous year, revenue with YoY 40% growth.
registering a 14.9% growth. This growth was driven by record
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performance in rotary tillers
where your Company achieved
nd
2 position by market share.
Additionally, threshers and super-
seeder have grown significantly to
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achieve record volume in F23.
E.
During the year, your Company launched new Heavy Rotavator and
Supervator which helped the volumes grow significantly. Your
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Company has also improved Wheel Harvester attractiveness through
technology and emission upgrades.
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Your Company sold 3,89,531 tractors, as compared to 3,37,052

tractors in the previous year in domestic market (these figures for
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the current year sales and previous year sales include tractors sold
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by Gromax Agri Equipment Limited, a subsidiary of the Company),

growing by 15.6%, as against the industry growth of 12.2%. The year
marks the highest ever tractor volumes sales achieved by your
Company.
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Your Company's
F23 market share CODE (multi-purpose farm mechanisation solution to transform
at 41.2% continues horticulture farming), was launched in F22 by Swaraj Tractors and
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to position it as the has grown significantly in F23 and contributed to the strong
domestic market performance.
leader for the 40th
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consecutive year.
Your Company's
performance was
TRACTORS
supported by good
performance of all
products in the
portfolio across all
three brands viz.
Mahindra, Swaraj
and Trakstar.
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Additionally, during the year, your Company completed acquisition of

MITRA Agro Equipments Private Limited (M.I.T.R.A) by increasing its
ALLIED BUSINESSES
shareholding from the existing 47.33% to 100%, making it a wholly
owned subsidiary of the Company. This acquisition will strengthen MAHINDRA POWEROL
our Farm Machinery product portfolio with spraying solutions.
Under the Powerol brand, your Company has been a leader in
The Company has set up a dedicated new plant at Pithampur spread providing power back-up solutions to the telecom industry for more
over 23 acres with a capacity to manufacture 1,200 combine than 15+ years. Your Company continues to consolidate its presence
harvesters and 3,300 rice transplanters per year. in the tele-infra management space. Alongside Telecom, Powerol has
been increasing the retail market share, especially with the
Going forward, Mahindra will continue to launch new implements and extension in HkVA range. With the introduction of CPCB 4+ for
farm machinery in the country through our Centres of Expertise gensets, Powerol is gearing up for the transition.
(CoEs) in Turkey, Finland and Japan (where your Company, over the
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years, has created footprints through strategic stakes and
acquisitions). The objective is to bring all those products, engineered
and further developed for Indian conditions and Indian prices for the
Indian farmer.
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Besides rolling out new products, your Company is also focussing on:
E.
Dealer Penetration,
Ensuring Supply Chain Ramp Up,
Ensuring Aggressive Pricing of our

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products,
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Working with partners to strengthen our Powerol stands at No. 2 brand by
offerings in the space, volume in the overall Diesel Genset
power back-up segment.
Other enablers like Financing,
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Digitisation and Service Quality.

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

EXPORT FROM INDIA -
Powerol has also initiated EV Charger business for Home Charger
Installations. The rising demand of electricity will be a boom for the
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energy sector in near future. This is an opportunity for the Company

to grow its offerings into energy solution business.
For the year under review, your
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Company achieved a record of the

highest ever volume and revenue
by exporting 18,014 Tractors. CONSTRUCTION EQUIPMENT
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During the year under review, your Company (under the Mahindra
EarthMaster brand) sold 989 Backhoe Loaders (BHLs), a 36%
This growth can be attributed to higher retails in several markets increase from 729 sold in F22. Your Company also has a presence in
where your Company has distribution operations including the USA, the road construction equipment business through motor graders
Brazil, Bangladesh, Australia and various African markets like Mali, (under the Mahindra RoadMaster brand).
Tanzania. The Company has also made significant growth in business
through tenders and bulk orders from markets like Benin, Kenya, For the year under review, your Company sold 188 motor graders, a
Guyana, etc. 61% increase from the 117 sold in F22.
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Your Company also has a presence in the Sugar Cane Haulage a result of supply shortage of semiconductors in first half of F23 and
market (under the Mahindra HaulMaster brand) in the export time taken for rural recovery compared to pre-pandemic.
market. For the year under review, your Company sold 247 Haulage
To reduce dependence on oil imports, the industry is exploring
Tractors, a 135% increase from the 105 sold in F22. The BHL
options of alternate fuels like CNG, LNG, Ethanol, etc. The industry is
industry grew by 28% and the motor grader industry grew by 42%
also exploring options of flex fuel vehicles in the near future. The
due to increased focus from the Government of India on
industry is also investing in next generation technologies like electric
infrastructure.
vehicles and hydrogen.
The Government introduced Production Linked Incentive (PLI)

Scheme for Automobile, Auto Components, ACC (Advanced
TWO-WHEELER SEGMENT
Chemistry Cells) and Semiconductors to overcome the cost
disabilities of the industry for manufacture of Advanced Automotive
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In line with the strategy for the two-wheeler business, your Company
through its subsidiary, Classic Legends Private Limited (CLPL) had Technology products in India. The Government has recognised
reintroduced the iconic brand 'Jawa' to the Indian market in F19, with Electric Vehicle technology and Hydrogen Fuel Cell technology as an
the launch of new range of JAWA motorcycles - Jawa and Jawa Forty- Advanced Automotive Technology in the country.
Two and strengthening of portfolio by adding Yezdi in F22. During
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F23, 42 Bobber was introduced to the Indian market and in addition,
CLPL forayed into international market by introducing iconic British
brand BSA in UK and European market.
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To drive sustainable growth in the agriculture sector, strong
Government focus on its development has led to increased adoption
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of mechanisation and modern agricultural practices, along with rural
development at large.
However, India, with its large base of small and marginal farmers, has
several regions with low penetration of farm mechanisation. With
increasing labour cost and labour scarcity, greater adoption of
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various forms of mechanisation is the way forward. In this scenario,
the market for tractors and other farm equipment is expected to
grow in the long term.
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ALLIED BUSINESSES
The rising demand for power backup solutions and infrastructure
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development will create opportunities in the power generation and

infrastructure equipment space. This is an opportunity for the
Company to grow its offerings in power solutions and construction
OPPORTUNITIES AND THREATS
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equipment.
AUTOMOTIVE SECTOR
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Indian automotive industry has been christened as a sunrise sector

and champion industry due to the immense contribution the industry RISKS AND CONCERNS
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makes to the Indian economy. The automotive industry's turnover is

7.1% of India's GDP and 49% of manufacturing GDP.
AUTOMOTIVE AND
In F23, the Indian auto industry has shown double digit growth across FARM EQUIPMENT SECTORS
all segments. Passenger vehicles have reached new highest ever
mark with 3.89 million sales units while commercial vehicles are still The Company's business is exposed to many internal and external
below F19 levels by 4.5%. Indian auto industry sales (excluding two- risks and it has consequently put in place robust systems and
wheelers) have recorded highest ever sales of 5.3 million units with processes, along with appropriate review mechanisms to actively
15.7% YoY growth. Partial recovery of Auto Industry was principally monitor, manage and mitigate these risks.
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COMPETITIVE INTENSITY India remains a medium-to-high HP tractor market, with over 80 per
cent of sales coming from the 30-50 HP categories. The revised
Keeping in mind the high growth potential of the Indian automotive emission norms - TREM IV applicable only to tractor over 50 HP from
market, all OEMs, homegrown as well as MNCs, have presence across January 2023, have impacted around 7-8 per cent of the overall
all vehicle segments. Today, multinational OEMs are deeply industry volumes. To meet the challenges associated with TREM IV,
entrenched in the Indian market with local development centres, a your Company has realigned its product portfolio, through the
strong local supplier base and good channel penetration. In the PV launch of new products, along with upgrades of existing ones.
segment, the differentiation between cars and UVs is largely blurred.
The industry has seen shift in demand from cars to UVs. This has led
to more number of launches in UVs compared with cars.
NEW REGULATION FOR SAFETY
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Concerns over road safety are driving legislation and regulatory
In F23, every second reforms. Any new legislation requires technology development and
passenger vehicle incurs costs, in turn impacting vehicle prices. Your Company is geared
sold was utility 2
million up and is confident of meeting any new regulations introduced.
vehicle. 1 million UV sales
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sales were crossed
in F20 and it took
just 3 years to cross NEW PRODUCTS AND TECHNOLOGIES
E.
2 million mark Your Company has a comprehensive programme for development of
annual sales. new products and technologies which will enable it to remain
LCV Goods < 3.5T now accounts for 55% of total CV sales in F23 vs
51% in F19 and 44% in F16. Industry < 3.5T has recovered to F19
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competitive in the market, cater to emerging customer expectations
and meet any legislative requirements. Along with Electrification,
your Company is also working on alternate fuels technology.
level driven by 2-3.5T sales. The industry has crossed 5 lakh mark
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after 4 years. With the aim to remain competitive in the market and
ENVIRONMENT AND ALTERNATE FUELS
sustain its leadership position, your Company continues to invest in
new product development, technology upgradations, increasing With concerns over air quality and the need to reduce dependence on
channel reach, while focussing on delivering customer centric fossil fuels, the Government is actively pursuing large scale adoption
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products, services and brand building. of EVs, especially for intracity uses in fleet application. Your Company
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is a pioneer for Electric Vehicles in India and is actively pursuing

development of the Electric Vehicle (EV) market, products and
technology. Along with Electrification, your Company is also working
TAX REGULATIONS
on alternate fuels technology.
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India has traditionally seen tax rate differential between small and
large passenger vehicles. This differential is based on length of the
vehicle, engine size and fuel type. While the flagship products of your
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Company attract higher tax rates, your Company has strengthened

the UV product portfolio attracting lower tax rates with products like
XUV300, Bolero Neo, Bolero Power Plus, Thar and KUV100. XUV400
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attracts minimum GST among all passenger vehicle categories.

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NEW EMISSION NORMS

The Company has successfully transitioned to BS6 phase 2 emission
norms across all its portfolio products well in time. In its commitment
to improve fuel efficiency and reduce the overall carbon footprint
(CAFÉ 2), the Company has adopted advanced combustion
technologies and right product level electrification strategy.
MONSOON
In India, the emission standards for tractors and construction
equipment are regulated separately from the broader automobile A normal monsoon is important for both agriculture as well as the
industry. rural economy at large.
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The tractor business in particular, and the automotive business to CAPACITY

some degree, run the risk of a drop in demand, in case of a significant
variation in the monsoon. In addition, an untimely monsoon and In the Automotive Segment, your Company has increased capacity of
uneven spread has the potential of adversely impacting the SUVs from 28,000 in F22 exit to 39,000 by end of F23 to cater to
business. continued robust demand for new launches and clear existing
bookings and reduce waiting period for the new launches.
In the Farm Equipment Sector, your Company has built adequate

POTENTIAL EL-NINO IMPACT manufacturing capacity for the immediate future and is in the
process of investing in additional capacity as part of its mid to long-
Going into F24, the Indian Meteorological Department (IMD) in its term strategy. We reached a number of milestones in F23. Mahindra's
long range forecast for the monsoon season predicted South-West Tractor factories in Zaheerabad and Rudrapur produced the
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Monsoon (June to September) to be normal at 96% of the LPA (Long st st
3,00,001 and 8,00,001 tractors respectively, while the Rudrapur
Period Average). th
facility also produced its 9,50,000 gearbox. As it prepares to open
its new manufacturing facility in Mohali, Swaraj Tractors produced its
However, with the concerns of El-Nino there is possibility of either
two millionth tractor. A further 17.41% stake of Swaraj Engines
spatial or temporal distribution disruption.
Limited (SEL) was acquired by your Company from Kirloskar
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Nevertheless, given that reservoir levels in May, 2023 were 23% Industries Limited (KIL). As a result, we now own 52.13% of SEL,
higher than average, and that there has been excess rainfall in pre- making SEL a subsidiary of the Company. During the year, we also
launched our first exclusive farm machinery (non-tractor) plant in
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monsoon months, the potential El-Nino impact is not expected to
cause a major disruption. the industrial city of Pithampur, Madhya Pradesh, enabling the
Company to manufacture durable, high-quality, affordable and
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accessible 'Made in India, for India' farm machinery, marketed in both
the Mahindra and Swaraj brands.
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COMMODITY PRICES
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Commodity prices in F23 were volatile. In the first quarter, steel

prices rose sharply due to supply concerns caused by Russia-Ukraine
conflict. However, from June 2022 onwards, prices softened on
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account of easing supply concerns and weak economic outlook due

to interest rate increases by major Central Banks. Additionally, there Production Milestones
was pressure on Indian steel prices due to levy of export duties on
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key raw materials and products. Subsequently from December 2022 Zaheerabad Rudrapur
onwards, prices firmed up due to expectations of demand growth
Factory Factory
driven by withdrawal of Zero-COVID policy by the Chinese
Government and removal of export duties by the Indian Government.
3,00,001 8,00,001
Your Company stayed focussed on cost reduction through measures
like VA/VE, negotiation with suppliers, long-term price contracting,
etc. Swaraj Tractors Factory
Your Company continues to watch the market situation closely and
continues to focus on mitigating commodity price volatility through
20,00,000
"Commodity Risk Management".
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OUTLOOK - AUTOMOTIVE Factors that will significantly impact demand for automobiles in
F24 are:
AND FARM SECTORS
Both the Automotive and Farm Sectors strive to sustain profitable
growth, maintain leadership position in the domestic market and at
the same time, explore global opportunities for growth.
Simultaneously, your Company continues its focus on achieving cost
leadership through focussed cost optimisation, productivity Supply shortage of Policies by the
improvements, value engineering, supply chain management, and semiconductors in Government to
exploiting synergies between various group businesses. first half of F24 boost consumption
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AUTOMOTIVE BUSINESS
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Aggressive Increase in cost of
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Government push ownership due to
for infrastructure commodity price and
led growth fuel price increase
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TRACTOR AND
FARM EQUIPMENT BUSINESS
The mid to long-term outlook for the Indian tractor industry is
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positive. Several initiatives taken by the Government are driving

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higher rural incomes. Examples being higher diversification towards

high value crops, agriculture accelerator fund to promote
technological advancement in agriculture, expansion of non-farm
income opportunities, etc. In addition, increase in allocation of
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As per the Automotive Mission

Government budgets on infrastructure and rural development is
Plan 2026 (AMP 2026), the mid
likely to benefit commercial demand. Further, the demand for
to long-term outlook for the
mechanisation is also growing as shortage of agricultural labour will
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Indian auto industry is positive.

lead to increase in labour cost. Several enabling factors supporting
Hon'ble Prime Minister unveiled
industry growth, like, institutional credit, consolidation of farm
Indian Auto Industry Vision @ 100
holdings by FPOs, etc. have shown a positive trend in the last few
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mentioning Auto Industry is the

years. Increase in leasing of land from 10% in early 2000s to 17% in
engine of economic growth.
2018-19 and Government subsidy for mechanisation will support
the growth of the sector. An increasing trend of more farmers taking
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technical advice in agriculture, also reflects the growth of

In F23, the Indian auto industry has shown double digit growth across progressive farmers.
all segments. Passenger vehicles have reached new highest ever
However, the past trends of the tractor industry depict a picture of
mark with 3.89 million sales units while commercial vehicles are still
strong cyclicality. Every 3-4 years growth in the industry is followed
below F19 levels by 4.5%.
with a drop or slow-down. On an average, in the last 10 years, industry
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saw a growth of 5-6% annually and monsoon plays a critical role in We showcased our audacious vision for the future of electric mobility
defining the cyclical nature of the industry and therefore remains a with the unveiling of our new state-of-the-art EV platform INGLO and
key monitorable. Going into F24, the Indian Meteorological five new production-ready e-SUVs under two EV brands (Mahindra
Department (IMD) in its first long range forecast for the monsoon Twin Peak and BE).
season predicted SW Monsoon (June to September) to be normal at
Your Company is constantly leveraging multiple emerging
96% of the LPA (Long Period Average). However, with the growing
technologies, including EVs, digital-enabled platforms and HMI with
concerns of El-Nino, there is possibility of disruptions either in spatial
software-defined vehicles and is upskilling its product design
or temporal distribution.
engineers in evolving fields of data science, AI, IoT, mechatronics, and
Reservoir levels in May, 2023 were 23% higher than average. so on, to aid in the development of new products. Mahindra Research
Adequate water in reservoirs coupled with excess rainfall in the pre- Valley, the flagship R&D and innovation centre has been granted 210
monsoon months of March to May supported irrigated lands. patents, the highest number of patents to any Indian Original
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However, the above-normal heat wave days in May, 2023 over most Equipment Manufacturer ("OEM"), from across the globe in the last
parts of Bihar, Jharkhand, Odisha, Gangetic West Bengal, East Uttar six quarters, which is testimony to the cutting-edge work being done
Pradesh, coastal Andhra Pradesh and some parts of North by its diverse and talented workforce.
Chhattisgarh, East Madhya Pradesh, Telangana and coastal Gujarat
caused some disruption in land preparation activity before the Kharif
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sowing months.
Nevertheless, a normal monsoon outlook and water reservoir level
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better than 10-year average will be positives for the farming sector.
Macroeconomic tailwinds mostly remain intact for the rural
economy, and with likely higher Government support, particularly
with 6 states going for elections, this bodes well for tractor demand.
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STRATEGY
AUTOMOTIVE SECTOR
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Environmental, Social and Governance (ESG) is a key priority for the

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Your Company is India's #1 SUV player in Revenue Market Share.

Company. We have increased share of renewable power usage while
The Scorpio-N launch has been very successful, followed by electric
achieving goals of manufacturing emissions and power intensity. We
C-SUV XUV400. The LCV <3.5T witnessed very strong momentum
continue to be the only Indian Auto OEM in Dow Jones Sustainability
with PIK-UPs and the successful launch of Maxx PIK-UP. The EV 3Ws
Index (DJSI) Ranking.
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hit record sales and a dominant market leadership position with

~65% share. The Company plans to capitalise on its strengths and the upcycle
across SUVs and CVs over the next few years. Of the 13 new
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launches, we plan to launch 8 New EVs by 2027 that will comprise

In line with our EV vision, we 20% of our volume.
announced to make investments
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of INR 10 thousand crore over a

horizon of 7-8 years through our
subsidiaries. These investments FARM EQUIPMENT SECTOR
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shall be for setting up the During the year, your Company entered the next phase of growth
manufacturing facility, amid heightened competition and disruption based on new
development, and production of
technologies and trends, with farm mechanisation gaining more and
our upcoming Electric Vehicles.
more traction. During the year, Mahindra launched various new
tractor models, as well as new implements and farm machinery in the
country through collaboration with our COEs in Turkey, Finland and
We reinforced our vision by setting-up Mahindra Electric Automobile Japan (where M&M, over the years, has created footprints through
Limited ("MEAL"), valued at USD 9 billion (INR 70 thousand crores) strategic stakes and acquisitions).
with an investment from British International Investment ("BII"). In
parallel, Last Mile Mobility ("LMM") is following suit with a valuation In F23, the Company also set up a dedicated new farm machinery
of INR 6 thousand crores with International Finance Corporation plant in Pithampur. The new farm machinery plant has state-of-the-
("IFC") investing in the LMM segment to further the purpose of art machinery, which work together seamlessly to produce high-
electrification. quality farm equipment.
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KRISH-E In F23, over 15,000 Takneek plots were operated where farmers saw
an average income per acre increase ranging from Rs. 5,000-Rs.
Your Company's Farming-as-a-Service business (branded Krish-e) is 15,000 per acre (basis crop type and region).
an innovative new business vertical conceived with the idea of
ushering in a new digital age of farming in India. Carrying the tag line - Krish-e saw a significant increase in the adoption of its 'Smart
'Expert Takneek. Naye Upay. Parinaam Dikhaye' - Krish-e aims to Harvesting Solution for Sugarcane' Technology, as Sugar Mills from
increase farmer income through digitally enabled services, across across the country utilised Krish-e's state-of-the-art Artificial
the complete crop cycle - services that are progressive, affordable Intelligence and Satellite based Remote Sensing powered solution to
and accessible to farmers. accurately predict sugar recovery and yield for over 50,000 acres,
and to harvest sugarcane based on Smart Insights.
In partnership with the AgTech start-up Carnot Technologies, your

Company has made significant progress in scaling the presence of
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the unique IoT solution - Krish-e smart kit (KSK). Developed as a plug
and play and brand agnostic IoT kit for the after-market, the KSK
enables rental focussed equipment owners to track their assets in
real time. In F23, 17,000 such kits were sold and installed, leading to
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an installed base of nearly 30,000 in India.
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17,000
During the year, Krish-e has expanded its on-ground presence and kits sold
now has a presence in 16 states, through 150 Krish-e centres, all of and installed
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which deliver physical and digital farm advisory services and sell
both farm equipment and equipment IoT solutions. Many of the
centres also offer farm equipment on a rental basis and sell a range
of crop inputs including agrochemicals, bio-fertilizers and seeds.
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MATERIAL DEVELOPMENTS IN
HUMAN RESOURCES AND
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EMPLOYEE RELATIONS
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'PEOPLE CONVERSATIONS'
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The heart of the talent management process is regular and

intentional conversations on talent across the group, both at a
business level and at a Group level. The Company's talent
16 150 management process focusses on building succession strength,

creating development journeys and learning interventions to attract,
States Centres retain and develop top talent across the Group. At the Group level,
this process is anchored through 'People Conversations' to provide
an overview of talent across the Group and enable talent movements
To trigger changes in farmer behaviour, Krish-e deploys on-ground
across sectors basis individual strengths and aspirations. Each sector
advisory activities along with a digital advisory app on Krish-e
anchors talent management and talent development through the
Takneek plots (1 acre demonstration plots). Together they deliver
respective Sector Talent Councils.
significant and tangible increases in farmer income per acre, building
trust and local relationships thus, facilitating the sale of farm
equipment and inputs.
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THE MAHINDRA LEADERSHIP UNIVERSITY University and leading consulting firms. The Future
Shapers will graduate in Q1 of F24 and once again
through active talent management conversations
we have already started deploying them across the
Group. We are also excited to report that the next
batch of Future Shapers will embark on their
development journey from Q1 of F24.
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Your Mahindra Leadership University (MLU) has consistently
delivered impact through high velocity programs over the course of
F23. In F22, we re-defined out operating model to become a centre of
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excellence for leadership development. In FY23, we have delivered
on this mandate through multiple programmes across a range of
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critical areas. The inputs from the 'People Conversations', periodic
connects with the CEOs and CHROs, and our focus on market
scanning feeds into the Mahindra Leadership University through
F23 also saw the launch of focussed initiatives to
which we offered flagship Leadership Development Initiatives:
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through development programs targeted at creating
the next generation of functional leaders. We are
pleased to report that the Future HR Leaders
Mahindra Accelerated Leadership Track: Our
Program (with an intent to identify the next
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ongoing strategic alliance with Carnegie Mellon
generation of HR CXOs) successfully concluded in
University to develop an accelerator programme
F23 and the Emerging Finance Leaders Program
Mahindra Accelerated Leadership Track (MALT) is
(with an intent to identify the next generation of
now in its second year. This track seeks to identify
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Finance CXOs) has kicked off in the last quarter of

mid-career high potential talent from within that will
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F23. The EFLP program will continue to run over the

occupy key decision-making roles across our group
course of F24 and we will deliver this in partnership
business in the next 12 to 24 months. The first batch
with a leading leadership consulting firm and Indian
of 33 associates or MALTees graduated in January
Institute of Management, Ahmedabad.
2023, and we are now undertaking active talent
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management for them to shape their careers. The

second batch of 42 associates started their year-
long journey in January, 2023.
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Mahindra Leadership University's performance in numbers for VITLs-

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Number of Number of
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programmes conducted learning hours
31 20,752
We kicked off the "Mahindra Future Shapers"

programme with the intent to identify our next Number of Average
generation leadership pipeline and strengthen their learners served Feedback
capabilities. The programme is being delivered
through our long-term strategic tie-up with Harvard 764 4.6
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Our performance in numbers for digital courses on LXP Platform - Our Technology Academy continues to focus on
developing deep skills across a range of emerging
technology areas through a combination on in-
person and online bootcamps.
Number of learning items consumed Highlights of our

10,00,000+ Digital Learning Initiatives
From F22 onwards, our focus has been to bring world class
digital learning content to our employees across all
management grades. To that effect, we entered into
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strategic partnerships with key content partners such as
Udemy, HMM Spark etc. Furthermore, in order to make the
learning experience truly world class, we have also
launched the EdCast by Cornerstone, learning experience
Number of active users NPS score platform for employees across a number of our Group
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84,811+ 73% companies.
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Our learning experience platform now consolidates our
various digital learning content providers under a single
umbrella for the learner and by leveraging the power of
Highlights of the Academies
F23 was a remarkable year where globally, Mahindra

LIN artificial intelligence and machine learning, it is able to
provide highly personalised learning content to our
employees across the Group. Furthermore, we have been
able to leverage the platform well beyond standardised e-
learners started to increase their focus on functional skill
learnings and this has led to both a high adoption rate as
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development and the MLU academies rose to the occasion.
well as learner NPS. In a short period of time, we have seen
We conducted several skill development initiatives during
approximately 90% adoption rate and more than 1 million
this time, a snapshot of them is as follows:
items of learning consumed. We believe this is a testament
to our skills first approach of capability development and
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F23 also saw our academies pivot towards a skills- we anticipate further demand for learning content over
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f irst a pproach towa rds delivering lea rning FY24.

interventions. We started the year by identifying the
core skills and proficiency levels across the Finance,
HR and Technology functions and followed this up by
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launching targeted in-person and digital learning

journeys. RE-IMAGINING THE NASHIK CAMPUS
F23 saw the graduation of the first batch of Future
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Our Nashik MLU campus is a world class facility built around the
HR Leaders Programme, the intent is to build our modern learner. With multiple Mahindra plants and offices located in
future HR Heads through a process of robust a 100 km radius of this facility, the campus is generally a beehive of
leadership development and functional skill building
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activity! It is detached from the hustle bustle of the city life and is
initiatives. In addition, we launched and delivered the surrounded by more than 650 trees, flora and fauna. Yet, because of
HR Unnati programme focussed at strengthening our digital first approach to learning, our learners are always
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the middle of our HR pyramid. Finally, we continue to connected to the best learning resources always.
drive specific skill building programmes across the
entire range of HR topics to ensure that our HR
professionals stay ahead of the curve.
The Finance Academy of MLU successfully launched

the Emerging Finance Leaders programme in
partnership with the Indian Institute of Management,
Ahmedabad and a leading consulting firm. The intent
has been to develop the next generation of finance
leaders from within the Group. The Finance Academy
has also placed a strong focus on Controllership over
the course of the year and conducted several
programs across the Group companies.
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On an average, the campus hosts more than 9,000 learners each The aforesaid initiative has helped to create global sustained
year. Furthermore, the Nashik campus has world class classroom competitiveness and the Technical Ladder that was conceptualised
facilities and has the ability to host more than 150 learners in MRV is a unique way of differentiating technical talent from
simultaneously. While COVID-19 significantly restricted our use of general management in terms of performance management, talent
the campus, in F22, we also prepared the Nashik campus to welcome management and capability building. It puts a high focus on
back our learners to our piece of heaven. developing deep technical expertise in various systems of product
development.
Apart from the ongoing maintenance activities, we have now re-
imagined the entire classroom experience such that it creates a The Technical Ladder implementation in Mahindra has been a
seamless blended learning experience. Our digital classroom response to one of the biggest challenges that the Company has
connects with learners who are sitting in Nashik, Chennai, Mumbai been facing in Talent Management. The first step of technical ladder
and/or at home such that the learning experience is not impacted. was achieved by creating unique competencies, which combined
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This enables us to bring them world class faculty from within our technical skills and leadership behaviours. These were deployed in
Group and outside at the touch of a button! performance management discussions and capability building
initiatives. Specific development goals are now integrated into
F23, saw a strong 'Back to Classroom' trend and MLU Nashik has
training needs and Learning & Growth Plan (LGP) to facilitate
once again regained its prominence as the crown jewel of our
capability building of niche technical skills through right exposure,
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learning infrastructure. We hosted more than 8,700 learners over
and action learning projects.
the course of the year with an average score of 4.69 in terms of an in-
campus experience. The second step of technical ladder was to identify high potential
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technical talent and develop them into future Technology Leaders
through a structured intervention. For the developmental journey,
we have tied-up with best-in-class organisations to support in Tech
FUNCTIONAL TALENT ACCELERATORS
AT MAHINDRA & MAHINDRA
In the Mahindra Group, Talent Management is crucial and critical,
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Leap programme.
both from a business point of view and from a talent perspective. As a result, today the Tech Ladder
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Technical talent accelerators are equally important to build a framework is successfully
pipeline of business leaders. catering to more than 2,000
engineers, covering multiple COEs
and Project Functions across the
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Automotive and Farm Divisions.

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PERFORMANCE MANAGEMENT SYSTEM

Our performance management system is built on strong principles of
simplicity, accountability, empowerment, and meritocracy. It aligns
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the individual efforts and energy with organisational priorities. It

creates a strong merit-based culture that rewards and encourages
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outperformance. Leaders and managers are held accountable for

fostering an environment which encourages employees to
demonstrate the right behaviours and deliver outstanding results.
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The performance cycle is from 1st April to 31st March with a three-
step process of Goal Setting, Mid-Year Review and Annual Appraisal.
In our quest to build a healthy
Feedback/development conversations between people managers
pipeline of technical talent in
and direct reports is key at every stage. A key highlight of our
Product Development and the
performance system is that we no longer use overall appraisal
related associated areas, the
ratings. All key decisions (e.g., Promotions, Increments, Rewards, etc.)
Company set up the Mahindra
are based on the individual's Goal Sheet / Performance Score and
Research Valley (MRV), which
Scores on Leadership Behaviours and discussions amongst the
serves as a crucible for innovation
talent panels appropriately constituted at different levels. Learning
and technology for the Auto and
& Growth Plan is a key tool in our performance management system
Farm Divisions of the Company.
which aims at developing skills for current and future roles, and for
career growth for employees.
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The overall objective of the performance management system is to During the year, we have driven leadership perspective sharing
ensure an alignment between an individual's goals and the sessions, conscious inclusion workshops, infrastructure correction
organisation's goals and priorities, thereby enabling conversations at across our locations and established ERGs across prominent
every step of the process and actions towards enhancing locations. We have announced, e-accessibility on our social media
accountability and providing a base for a focussed career growth. platforms the International Day of People with Disabilities, where all
Lastly, this simple and transparent system aims not just to evaluate our posts on social media carry image descriptions and closed
and reward performance but also reinforces and drives the three key captions. We expect these steps to help us build more inclusive
Mahindra Leadership Behaviours of Collaboration, Agility and Bold - culture going forward.
in turn driving the right culture across.
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GROUP MANAGEMENT CADRE (GMC)
The next step of our strategic management process is the Group
Management Cadre programme to attract leadership talent at the
entry-level from top B-Schools of the country. This programme
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continues to strengthen Mahindra's position as an 'Employer of
Choice' across premier B-School campuses and creates a strong
talent pool to drive Mahindra's future growth. Through this
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programme, 21 GMCs joined the Group in 2022, and 31 GMCs will join
us in 2023 across various Sectors and functions. As part of the
Experiential Module, each GMC that joins us undergoes three stints
of 4 months across different functions and businesses. The Summer
Internship Programme has evolved over the years as a critical source
of the GMC talent pool, and this year we have 29 students who have
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Our special focus has been to improve gender diversity in areas of
technology and business operations which are also going to be thrust
joined us from the top B-school of India under the GMC Summer areas for the Company.
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Internship Programme 2023.
Equal Opportunity Policy

GROUP DIVERSITY COUNCIL (GDC)
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M&M provides equal opportunity to all persons. There is no unfair

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treatment in relation to the employment, promotion or other related

Diversity and Inclusion
issues or termination of the employment for reasons of gender or
The Group continues its strong focus on fostering Diversity and disability. Under this policy, we provide necessary training to the new
Inclusion (D&I) at the workplace with the D&I Vision of - recruits to enable them to carry out their jobs effectively.
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M&M works towards attracting, retaining, and developing diverse

talent through initiatives such as:
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“We are an organisation which is committed

to Rise for a more equal world. We strive to Focussed Hiring
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build a caring, fair and thriving culture

Structured hiring programmes to attract and recruit
where individuals can bring their whole
diverse talent throu gh mindful a nd positive
selves to work and leverage their fullest
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communication as well as deeper engagement channels.

potential to create products and Our focus is women and PwD hiring and support, which is
experiences that count for our customers.” done through specialised hiring consultants while
maintaining our core philosophy of meritocracy.
We have been working with wider involvement across the

Talent Management
organisation, seeking inputs and deriving insights to drive the Prioritising career development of women at all levels with
objectives of D&I and to continue our journey of becoming a more access to senior leaders alongside opportunity to develop
inclusive workplace. As a culmination of this exercise, a new D&I new skills. Specific programmes like Hi-potential Women
Charter was rolled out with clearly articulated vision and beliefs. mentoring for broadening capabilities of the women
employees make them ready for leadership roles.
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For managerial band, women mentoring programme was Skill building with a focus on future skills and
launched to enable career guidance and coaching from digitization
senior leaders.
Critical attribute training for associates
Rise award for associates
Employee of the year programme for associates
Trainings on ethical behaviour, Code of Conduct and

Human Rights
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Further, in our endeavour to improve quality, reduce cost, ensure
safety and improve productivity, our Company's shop floor
associates generated an average of 12 ideas per person during the
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Generation Valuable, a unique mentorship program under year.
Valuable 500, for people with disabilities to build the future
To develop skills and foster togetherness at the workplace, multiple
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executive leadership and driving disability inclusion
training and engagement programmes were rolled out covering a
through systematic change was launched.
wide range of topics.
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INDUSTRIAL RELATIONS
PREVENTION OF SEXUAL The industrial relations scenario continued to be largely positive
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HARASSMENT AT WORKPLACE (POSH) across all the manufacturing locations. Long Term Wage and Bonus
settlements were closed amicably for all the plants. The sustained
Awareness in this area has been created by a POSH campaign
efforts towards building a transformational work culture resulted in
reiterating Mahindra's commitment to providing a safe workplace for
zero production loss in the F23 and helped create a
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all its employees. During the year, the Company organised

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sensitisation and awareness programmes through inductions

training for new joinees, online e-modules for all employees,
C O L L A B O R AT I V E | H E A LT H Y |
including sending emailers, creating standees and posters to PRODUCTIVE WORK ENVIRONMENT
sensitise all employees to conduct themselves in a professional
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manner. Further, additional virtual and classroom trainings were

conducted by our Ethics Counsellors. The Company also organised
offline leadership conversations on gender sensitisation and
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inclusions and employee interactive sessions including conscious

inclusions.
Proactive and employee-centric
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shop floor practices, a focus on

TRANSFORMATIONAL WORK CULTURE transparent communication of
business goals, an effective
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The Transformational Work Culture initiative that aims to create an concern resolution mechanism,
engaged workforce with an innovative, productive and a competitive and a firm belief that employees
shop-floor ecosystem, continues to grow in strength. Some of the are the most valuable assets of
initiatives towards the same that are worth mentioning here are: the Company, are the cornerstone
of our Company's employee
relations approach.
Creating a culture and ecosystem of self-managed

teams
An 'open door policy' with constant dialogue to create win-win
Mindset transformation programme named 'Nayi soch situations, have helped our Company build trust and harmony.
- Naya dristikon' for cell members and union leaders
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MAHINDRA SKILL EXCELLENCE INTERNAL CONTROL SYSTEMS

The Mahindra Skill Excellence is an internal platform that aims at
Your Company maintains adequate internal control systems
holistic skill enhancement programme for the shop floor associates.
commensurate with the nature of its business and size and
Over the years, it has matured and in the current year, 2,967
complexity of its operations. These are regularly tested for their
associates have participated from across all its manufacturing units.
effectiveness by Statutory as well as Internal Auditors. Your
Company's Internal Financial Controls are deployed through the
Internal Control - Integrated Framework (2013) issued by the
Committee of Sponsoring Organisations of the Treadway
Commission (COSO), that addresses material risks in your Company's
operations and Financial reporting objectives.
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The framework is a combination
of entity level controls (including
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Enterprise Risk Management,
Legal Compliance Framework,
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Internal Audit and Anti-Fraud
Mechanisms such as Ethics
Framework, Code of Conduct,
A HEALTHY WORK ENVIRONMENT LIN

Whistle-Blower Policy, etc.),
process level controls, information
technology based controls, period
end financial reporting and closing
Significant emphasis was laid on improving health and wellness of controls.
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employees through annual medical check-ups, screening camps,
health promotional activities and awareness. Balanced nutritious
food has become a way of life at Mahindra over the past few years.
Further, the Internal Control Systems have been designed to provide
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reasonable assurance with regard to recording and providing reliable

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financial and operational information. In the highly networked IT

environment of the Company, validation of IT Security receives
focussed attention from IT specialists and Statutory Auditors.
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The Chief Internal Auditor reports administratively to the Chairman

of the Board and functionally to the Audit Committee. The Internal
Audit function develops an audit plan for the Company, which covers,
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inter alia, corporate, core business operations, as well as support

functions. The Audit Committee reviews the annual internal audit
plan. Significant audit observations are presented to the Audit
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Committee, together with the status of the management actions and

the progress of the implementation of the recommendations.
The Audit Committee reviews the adequacy and effectiveness of the

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The Company maintains an 'Employee Health Index' at an individual-

Company's internal control environment and monitors the
level and this has been a useful tool in identifying employees who
implementation of audit recommendations. During the year, the
require focussed counselling and monitoring. The 'Wellness App' is
Company has taken steps to review and document the adequacy and
available to employees for quick access to critical health related
operating effectiveness of internal controls. Nonetheless, your
information.
Company recognises that any internal control framework, no matter
Various awareness sessions on driving employees towards a healthy how well designed, has inherent limitations and accordingly, regular
and better lifestyle, Post COVID care, emotional well-being, audits and review processes ensure that such systems are reinforced
Mindfulness, etc. were touched upon by experts during the exclusive on an ongoing basis.
sessions for employees and their family members. Health and
Your Company's Management has carried out the evaluation of
Wellness always remained priority of the Company's philosophy.
design and operative effectiveness of these controls and noted no
The Company had a total of 23,495 permanent employees on its rolls significant deficiencies/material weaknesses that might impact
as on 31st March, 2023. financial statements as at the Balance Sheet date.
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DISCUSSION ON FINANCIAL BORROWINGS

PERFORMANCE WITH (Rs. in crores)
RESPECT TO OPERATIONAL Borrowings F23 F22 Inc./(Dec.)
PERFORMANCE Long-term borrowings 2,332 5,682 (3,350)

Short-term borrowings 2,312 816 1,496
OVERVIEW Unclaimed matured deposits 0.1 0.7 (0.6)

Total 4,644 6,499 (1,855)
The financial statements have been prepared in accordance with
Ind AS as per the Companies (Indian Accounting Standards) Rules,
2015 as amended and notified under Section 133 of the Companies Borrowings have decreased from Rs. 6,499 crores in the previous
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Act, 2013 (the 'Act') and other relevant provisions of the Act. year to Rs. 4,644 crores in the current year mainly due to
repayments in the current year.
The Group's consolidated financial statements have been prepared in
compliance with Ind AS 110 on Consolidation of Accounts and
presented in a separate section.
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INVENTORIES
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F23 F22
FINANCIAL INFORMATION Raw materials and bought out components 7.0% 6.2%
[STANDALONE]
PROPERTY, PLANT AND EQUIPMENT

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as a % of cost of materials consumed
Finished goods and stock-in-trade as a %

of sales of products 4.4% 5.1%
AND INTANGIBLE ASSETS
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As at 31st March, 2023, the Property, Plant and Equipment and Raw materials and bought out components as a percentage of cost
Intangible Assets stood at Rs. 19,772 crores as compared to Rs. of materials consumed has increased mainly on account of build up
20,167 crores as at 31st March, 2022. During the year, the Company for BS6.2 transition from 1st April, 2023 and also stocking of some of
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incurred capital expenditure of Rs. 4,323 crores (previous year Rs. the critical components due to supply constraints. However, finished
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3,349 crores). The major items of capital expenditure were on new goods and stock-in-trade as a percentage of sales of products have
product development and capacity enhancement. During the year, the decreased mainly on account of focus on inventory management and
Company has taken impairment of certain assets of trucks and buses higher sales traction of new products.
business and certain asset transfers to a subsidiary company.
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TRADE RECEIVABLE
Trade Receivables are Rs. 4,042 crores as at 31st March, 2023, as compared to Rs. 3,039 crores as at 31st March, 2022. As a percentage of revenue
from sales of products and services, trade receivables are lower at 4.9% as at 31st March, 2023, as compared to 5.4% for the previous year mainly
on account of higher volume.
RESULTS OF OPERATIONS
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INCOME
(Rs. in crores)
Particulars F23 F22 Increase

% to Revenue % to Revenue
Amount from Operations Amount from Operations %
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Sales of products 82,032 96.6 55,537 96.1 47.7
Sale of services 1,219 1.4 1,138 2.0 7.1
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Other operating revenue 1,709 2.0 1,112 1.9 53.7
Revenue from operations 84,960 100.0 57,787 100.0 47.0
Other income 2,545
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REVENUE FROM OPERATIONS & OTHER INCOME

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Sales volume in Auto segment witnessed an increase of 50% clocking 6,98,456 vehicles in the current year from 4,65,605 vehicles in the
previous year. Increase in volumes combined with higher realisation led to Revenue from operations growing by 53.7% as compared to the
previous year.
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Other income during the year ended 31st March, 2023 at Rs. 2,545 crores is higher than Rs. 2,054 crores earned in the previous year mainly on
account of higher dividend income in the current year as compared to previous year.
(Rs. in crores)
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Particulars F23 F22 Increase

% to Revenue % to Revenue
Amount from Operations Amount from Operations %
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Material costs 64,558 76.0 42,560 73.7 51.7

Employee benefits expense 3,650 4.3 3,330 5.8 9.6
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Finance costs 273 0.3 226 0.4 20.8

Depreciation, amortisation and 3,154 3.7 2,498 4.3 26.3
impairment expense
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Other expenses 6,310 7.4 4,869 8.4 29.6

Total expenses 77,945 91.7 53,483 92.6 45.7
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EXPENDITURE EXCEPTIONAL ITEMS

The total expenditure during the year as a percentage of revenue is Exceptional items in the current and previous year comprises of
91.7% as compared to 92.6% in the previous year. The reduction is a profit earned on sale of certain long-term investments partly offset
reflection of the cost management initiative undertaken by the by impairment of certain investments in subsidiaries, associates and
Company. joint ventures and certain long-term assets.
MATERIAL COST TAX EXPENSE

The material cost as a percentage of revenue has increased from The provision for current tax and deferred tax for the year ended 31st
73.7% in the previous year to 76% in the current year mainly on March, 2023, as a percentage to prof it before tax (before
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account of elevated levels of inputs costs and supply side challenges exceptional items) is lower than the previous year mainly on account
witnessed during F23. of higher dividend income in FY 2022-23 as compared to FY 2021-22
and deferred tax created on capital losses.
The key financial ratios of the Company are given as below:

EMPLOYEE BENEFITS EXPENSE
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Particulars M&M
The personnel cost as a percentage of revenue from operations has
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decreased from 5.8% in the previous year to 4.3% in the current F23 F22
year mainly due to the higher revenue base in the current year. Debtors Turnover (times) 23.5 21.6
OTHER EXPENSES
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Inventory Turnover (times)
Interest Coverage Ratio (times)
Current Ratio (times)
8.6
21.6
1.33
7.9
12.9
1.38
Other expenses as a percentage of revenue from operations have Debt Equity Ratio (times) 0.16 0.17
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decreased from 8.4% in the previous year to 7.4% in the current
Operating Profit Margin (%) 12.3 12.2
year mainly on account of stringent cost control measures adopted
by the Company coupled with higher revenue base in the current Net Profit Margin (%) 7.7 8.5
year. Return on Net Worth (%) 15.9 13.3
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The Return on Average Net Worth has improved from 13.3% in the
DEPRECIATION, AMORTISATION previous year to 15.9% in the current year on the base of higher
AND IMPAIRMENT EXPENSE profit for the current year.
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Depreciation, amortisation and impairment as a percentage of

revenue from Operations have decreased from 4.3% in the previous Explanation for variation of 25% or more in Key Financial Ratio:
year to 3.7% in the current year mainly due to higher revenue base in
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the current year. Interest Coverage Ratio: The interest coverage ratio is healthier at
21.6 in FY 2022-23 as against 12.9 in the previous year primarily due
to decrease in finance cost resulting from repayment of borrowings
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during the year.

FINANCE COSTS
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The interest expense as a percentage of revenue has decreased from

0.4% in the previous year to 0.3% in the current year mainly on
account of repayment of borrowings in the current year.
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CONSOLIDATED FINANCIAL Tech Mahindra Limited, Flagship Company in the IT Sector, reported
a consolidated operating revenue of Rs. 53,290 crores in the current
POSITION OF THE M&M GROUP year as compared to Rs. 44,646 crores in the previous year,
registering an increase of 19.4%. Its consolidated profit after tax
As on 31st March, 2023, for the purpose of consolidation as per Indian
after non-controlling interests is Rs. 4,831 crores as compared to Rs.
Accounting Standards (Ind AS), the Group comprised of the flagship
5,566 crores in the previous year, registering a decrease of 13.2%.
holding company Mahindra & Mahindra Limited:
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140 25 28
Subsidiaries Joint Ventures Associates
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The Group's finance company, Mahindra & Mahindra Financial
Services Limited, a listed subsidiary of the Company (Mahindra
Finance), reported a consolidated operating revenue of Rs. 12,700
crores during the current year as compared to Rs. 11,318 crores in
the previous year, registering an increase of 12.2%. The consolidated
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profit after tax after non-controlling interests for the year is Rs.
2,072 crores as compared to Rs. 1,137 crores in the previous year,
registering an increase of 82.2%. Mahindra Finance customer base
has crossed 9.0 million customers and currently has a network of
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1,386 offices.
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The Consolidated Revenue from operations is Rs. 1,21,269 crores in Mahindra Lifespace Developers Limited, the listed subsidiary in the
the current year as compared to Rs. 90,171 crores in the previous business of real estate and infrastructure, reported a consolidated
year, registering an increase of 34.5%. operating revenue of Rs. 607 crores as compared to Rs. 394 crores in
the previous year, registering an increase of 54.1%. The consolidated
The consolidated profit before exceptional items, share of profit of
profit after tax after non-controlling interests for the year is Rs. 101
associates and joint ventures and tax for the year is Rs. 11,305
crores as compared to Rs. 154 crores in the previous year, registering
crores as against Rs. 7,092 crores in the previous year, registering an
a decrease of 34.4%.
increase of 59.4%. The consolidated profit after tax after non-
controlling interests and exceptional items for the year is Rs. 10,282
crores as against Rs. 6,577 crores in the previous year, registering an
increase of 56.3%.
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Swaraj Engines Limited*, a listed subsidiary in the business of

manufacture of Diesel Engines and its components, reported
operating revenue of Rs. 1,422 crores as compared to Rs. 1,138
crores in the previous year registering an increase of 25%. The profit
after tax for the year is Rs. 134 crores as compared to Rs. 109 crores
in the previous year, registering an increase of 22.9%.
* During the year ended 31st March, 2023, the controlling status was changed from
associate to subsidiary.
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Mahindra Holidays & Resorts India Limited, the listed subsidiary in
the business of timeshare, registered a consolidated operating
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revenue of Rs. 2,517 crores as compared to Rs. 2,013 crores in the
previous year, registering an increase of 25%. The consolidated
profit after tax after non-controlling interests for the year is Rs. 115
E.
crores as compared to Rs. 68 crores in the previous year, registering
an increase of 69.1%.
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SEGMENT RESULTS FROM CONTINUING
OPERATIONS (BEFORE EXCEPTIONAL ITEM)
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The results achieved by major business segments of the Group are
given below:
(Rs. in crores)
Segments F-2023 F-2022

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1. Automotive 3,651 1,254

2. Farm Equipment 4,212 3,891
3. Financial Services 2,789 1,404
4. Hospitality 201 99
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Mahindra Logistics Limited, a listed subsidiary in the logistics 5. Real Estate (101) (81)
business, reported a consolidated operating revenue of Rs. 5,128 6. Others 717 665
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crores as compared to Rs. 4,141 crores in the previous year

7. Eliminations 18 20
registering an increase of 23.8%. The consolidated profit after tax
after non-controlling interests for the year is Rs. 26 crores as Total 11,487 7,252
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compared to Rs. 18 crores in the previous year, registering an

increase of 44.4%.
DISCLAIMER
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Certain statements in the Management Discussion and Analysis

describing the Company's objectives, projections, estimates,
expectations or predictions may be "forward-looking statements"
within the meaning of applicable securities laws and regulations.
Actual results could differ from those expressed or implied.

Important factors that could make a difference to the Company's
operations include raw material availability and prices, cyclical
demand and pricing in the Company's principal markets, changes in
Government regulations, tax regimes, economic developments
within India and the countries in which the Company conducts
business and other incidental factors.
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CORPORATE GOVERNANCE
COMPANY’S PHILOSOPHY ON CORPORATE and CEO (Auto and Farm Sector)” of the Company with effect
GOVERNANCE from 15th March, 2023. The remaining Non-Executive Directors
comprise of Seven Independent Directors (including Three
The Late Mr. Keshub Mahindra was a firm believer of Woman Directors) and two Non-Independent Directors. During
doing business in the right way and always ensured the Financial Year 2022-2023, there was no change in the
that performance is driven by integrity and value. The number of Directors of your Company.
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Company follows a culture that is built on core values and
professionalism ingrained into the Company by the Founders The composition of the Board represents an optimum
which have over the past more than seventy five years of combination of knowledge, experience and skills from
the Company’s existence become a part of its DNA. diverse fields including manufacturing, finance, economics,
law, governance, etc. which are required by the Board
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Your Company has always practiced Corporate Governance to discharge its responsibilities effectively. The Directors
of the highest standards. Its philosophy on Corporate take active part in the deliberations at the Board and
E.
Governance is embedded in its rich legacy of fair, ethical Committee Meetings by providing valuable guidance
and transparent governance practices, many of which were and expert advice to the Management on various aspects
in place even before they were mandated under the law. of business, policy direction, strategy, governance, compliance,
During the year, your Company continued to feature in the

‘Leadership’ category in the Indian Corporate Governance
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etc. and play a critical role on strategic issues and add
value in the decision making process of the Board of Directors.
Scorecard 2022 which is developed by Institutional The maximum tenure of Independent Directors is in
Investor Advisory Services India Limited (“IiAS”) with compliance with the Companies Act, 2013 (“the Act”) and
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support from International Finance Corporation (“IFC”) the Listing Regulations. All the Independent Directors have
and BSE Limited (“BSE”) built around the G20/OECD provided an annual confirmation that they meet the criteria
Principles of Corporate Governance, which is the globally of Independence as mentioned in Regulation 16(1)(b)
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accepted benchmark for Corporate Governance. This of the Listing Regulations and section 149(6) of the Act.
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year IiAS has revised the framework for assessment of Based on the confirmations/ disclosures received from the
the Indian Corporate Governance Scorecard and also Independent Directors, the Board is of the opinion that
enchanced the threshold for the Leadership category. the Independent Directors fulfil the conditions specified
in the Listing Regulations and are Independent of the
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A Report on compliance with the Corporate Governance Management.

provisions as prescribed under the Securities and
Exchange Board of India (Listing Obligations and Disclosure Apart from reimbursement of expenses incurred in the
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Requirements) Regulations, 2015, as amended from time to discharge of their duties, the remuneration that these
time (“Listing Regulations”) is given herein below: Directors were entitled to under the Act as Non-Executive
Directors and the remuneration that a Non-Executive
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Director may receive for professional services rendered to

I. BOARD OF DIRECTORS the Company through a firm in which he is a partner, none
The composition of the Board of your Company is in of these Directors have any other pecuniary relationships
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conformity with Regulation 17 of the Listing Regulations. with your Company, its Subsidiaries or Associates or their
Promoters or Directors, during the three immediately
The Chairman of your Company, though a Professional preceding financial years or during the current financial year.
Director in his individual capacity, is a Promoter & None of the Directors of your Company are inter-se related
Non‑Executive Director and the number of Non-Executive to each other.
and Independent Directors is more than one-half of the
total number of Directors. Mr. CP Gurnani, being a Whole-time Director of Tech
Mahindra Limited, has waived his right to receive sitting
Dr. Anish Shah, Managing Director and Chief Executive Officer fees for attending the Meetings of the Board of Directors
and Mr. Rajesh Jejurikar, Executive Director and CEO (Auto and or any Committee thereof on which he may be appointed
Farm Sector) are the Whole-time Directors of your Company. from time to time or any other remuneration payable to
Mr. Rajesh Jejurikar was re-designated as “Executive Director the Non‑Executive Directors of the Company, effective
from 1st April, 2020 being the date of his appointment as a Rs. 302.25 lakhs and Rs. 7.83 lakhs (including out of pocket
Director on the Board of Directors of the Company, during expenses), respectively.
his tenure as a Non-Executive Director of the Company.
The Senior Management of your Company has made
Professional fees for the year under review to Khaitan & disclosures to the Board confirming that there are no material
Co., Mumbai, Advocates & Solicitors and Khaitan & Co. LLP, financial and commercial transactions between them and the
Advocates and Solicitors, in which Mr. Haigreve Khaitan, Non- Company which could has potential conflict of interest with
Executive and Independent Director is a partner, amounted to the Company at large.
A. Composition of the Board
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The Board of your Company comprises of Twelve Directors as on 31st March, 2023 and as on date of this Report.
Board Composition
Board Demographics Gender Diversity
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(% age of Board Position)
E.
17%
Executive Directors
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25%
Women
58% Male
Independent Directors
25%
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(Including Women
Non-Executive
Independent Directors
Non-Independent
- 25%)
Directors
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None of the Directors is a Director (including any alternate directorships) in more than 10 public limited companies (as specified
in section 165 of the Act) and Director in more than 7 equity listed entities or acts as an Independent Director in more
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than 7 equity listed entities or 3 equity listed entities in case he/she serves as a Whole-time Director/ Managing Director in
any listed entity (as specified in Regulation 17A of the Listing Regulations). Further, none of the Directors on the Board is a
Member of more than 10 Committees and Chairperson of more than 5 Committees (as specified in Regulation 26 of the Listing
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Regulations), across all the Indian public limited companies in which he/ she is a Director.
The name and categories of Directors, DIN, the number of Directorships, Committee positions held by them in the companies
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and the names of listed entities where he/she is a Director alongwith the category of their Directorships and other details are
given hereafter.
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Board of Directors as on 31st March, 2023
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Mr. Anand G. Mahindra Dr. Anish Shah
(DIN – 00004695) (DIN – 02719429)
Promoter - Chairman Managing Director and Chief Executive Officer
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Nationality USA (OCI Card Holder,
E.
Nationality Indian
Resident of India)
Age 53
Age 67
Date of Appointment 1st April, 2020
Date of Appointment
Tenure on Board
23 November, 1989
rd
33 years and 4 months

LINTenure on Board
Term Ending Date
Shareholding
3 years
31st March, 2025
1,88,882 Shares (0.0152%)
Board Memberships - Indian Listed Companies
Term Ending Date N.A.
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Mahindra & Mahindra Limited Managing Director and Chief
Executive Officer
Shareholding 14,30,008 Shares (0.1150%) Tech Mahindra Limited Non-Executive Non-Independent
Director
Board Memberships - Indian Listed Companies ahindra & Mahindra Financial
M Chairman, Non-Executive
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Services Limited Non-Independent Director

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Mahindra & Mahindra Limited Promoter - Chairman ahindra Lifespace Developers

M Non-Executive Non-Independent
Limited Director
Tech Mahindra Limited Chairman, Non-Executive ahindra Holidays & Resorts
M Non-Executive Non-Independent
Non‑Independent Director India Limited Director
Mahindra Logistics Limited Chairman, Non-Executive
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Other Directorships* 2 Non-Independent Director

Other Directorships* Nil
Committee details as per Chairperson: Nil Committee details as per Chairperson: Nil
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Regulation 26 of Listing Member: 1 Regulation 26 of Listing Member: Nil

Regulations** Regulations**
Sales and Sales and

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Marketing Exposure Marketing Exposure

Business Business
Governance and Experience Governance and Experience
Regulatory Regulatory
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oversight oversight
Area Area
of Expertise Global business/ of Expertise Global business/
broad international broad international
exposure/emerging exposure/emerging
Technology and markets experience Technology and markets experience
Innovation Innovation
Financial Experience Financial Experience
and Risk Oversight and Risk Oversight
* Excludes Private Limited Companies, Foreign Companies and Companies Registered under section 8 of the Act and includes Additional Directorship.
** Committees considered are Audit Committee and Stakeholders’ Relationship Committee, including that of your Company. Committee Membership(s) includes Chairmanship(s).
Note:
• The profile of the Directors is available on the website of the Company at: https://www.mahindra.com/leadership.
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Mr. Rajesh Jejurikar Mr. Vikram Singh Mehta
(DIN – 00046823) (DIN – 00041197)
Executive Director and CEO (Auto and Farm Sector) Lead Independent Director
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E.
Nationality Indian Nationality Indian
Age 70
Age 58
Date of Appointment 30th May, 2012
Date of Appointment
Tenure on Board
Term Ending Date

1st April, 2020
3 years
31st March, 2025

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Tenure on Board
Term Ending Date
Shareholding
7th August, 2024 (End of 2nd Term)
20,000 Shares (0.0016%)

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Shareholding 62,874 Shares (0.0051%)
Mahindra & Mahindra Limited Lead Independent Director
Colgate-Palmolive (India) Limited Independent Director
Mahindra & Mahindra Limited Executive Director (Automotive and Apollo Tyres Limited Independent Director
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Farm Sectors) (upto 14th March,

Jubilant FoodWorks Limited Independent Director
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2023), Re-Designated as Executive

Director and CEO (Auto and Farm
Larsen and Toubro Limited Independent Director
Sector) w.e.f. 15th March, 2023
InterGlobe Aviation Limited Independent Director
Swaraj Engines Limited Chairman, Non-Executive
Non‑Independent Director Global Health Limited Independent Director
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Other Directorships* —
Other Directorships* 2
Committee details as per Chairperson: 1 Committee details as per

Chairperson: 1
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Regulation 26 of Listing Member: 1 Regulation 26 of Listing

Member: 6
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Sales and Sales and

Business
Governance and Experience Business
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Regulatory Governance and Experience

oversight Regulatory
Area oversight Area
of Expertise Global business/ of Expertise
broad international
exposure/emerging Global business/
Technology and markets experience broad international
Innovation
exposure/emerging
Financial Experience Financial Experience markets experience
Note:
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Dr. Vishakha N. Desai Mr. T. N. Manoharan
(DIN – 05292671) (DIN – 01186248)
Independent Director Independent Director
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E.
Nationality USA (Nationality of Origin‑Indian) Nationality Indian
Age 66
Age 73
Date of Appointment
Tenure on Board
30th May, 2012

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Tenure on Board
11th November, 2016
Term Ending Date 10th November, 2026

(End of 2nd Term)
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Term Ending Date 30th April, 2024 (End of 2nd Term)
Shareholding Nil
Shareholding 12,500 Shares (0.0010%) Board Memberships - Indian Listed Companies

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Board Memberships - Indian Listed Companies Mahindra & Mahindra Limited Independent Director
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Tech Mahindra Limited Independent Director

Mahindra & Mahindra Limited Independent Director
IDBI Bank Limited Independent Director
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Committee details as per Chairperson: Nil Committee details as per Chairperson: 2

Regulation 26 of Listing Member: 1 Regulation 26 of Listing Member: 2
Regulations**
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Regulations**
Governance and
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Sales and
Marketing Exposure Regulatory
oversight
Business
Governance and Experience Business
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Regulatory Experience
oversight Technology and
Area Innovation Area
of Expertise Global business/ of Expertise
broad international
exposure/emerging Global business/
Technology and markets experience broad international
Innovation
exposure/emerging
Financial Experience Financial Experience markets experience
Note:
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Mr. Haigreve Khaitan Ms. Shikha Sharma
(DIN – 00005290) (DIN – 00043265)
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E.
Age 52 Age 64
Date of Appointment 8th August, 2019
Date of Appointment 8th August, 2019
Tenure on Board
Term Ending Date
Shareholding
7th August, 2024 (1st Term)
Nil
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Tenure on Board
Term Ending Date

Board Memberships - Indian Listed Companies Shareholding Nil

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Mahindra & Mahindra Limited Independent Director Board Memberships - Indian Listed Companies
CEAT Limited Independent Director
Torrent Pharmaceuticals Limited Independent Director
Dr. Reddy's Laboratories Limited Independent Director
Tech Mahindra Limited Independent Director
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Tata Consumer Products Limited Independent Director

JSW Steel Limited Independent Director
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Borosil Renewables Limited Independent Director Tech Mahindra Limited Independent Director
VR Inox Limited (name changed

P Independent Director Piramal Enterprises Limited Non-Executive Non-Independent
from PVR Limited with effect from Director
20th April, 2023)
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Committee details as per Chairperson: 3 Committee details as per Chairperson: Nil
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Governance and
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Sales and
Regulatory Marketing Exposure
oversight
Business
Business Governance and Experience
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Experience Regulatory
Technology and
oversight
Innovation Area Area
of Expertise of Expertise Global business/
broad international
Global business/ exposure/emerging
broad international Technology and markets experience
exposure/emerging Innovation
Financial Experience markets experience Financial Experience
Note:
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Ms. Nisaba Godrej Mr. Muthiah Murugappan
(DIN – 00591503) (DIN – 07858587)
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E.
Age 45
Age 39
Date of Appointment
Tenure on Board
Term Ending Date

8th August, 2020
2 year and 8 months

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Tenure on Board
8th August, 2020
2 year and 8 months
Shareholding Nil
Term Ending Date 7th August, 2025 (1st Term)
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Shareholding Nil
Godrej Consumer Products Limited Executive Chairperson Board Memberships - Indian Listed Companies
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Godrej Agrovet Limited Non-Executive Non-Independent

Director Mahindra & Mahindra Limited Independent Director
VIP Industries Limited Independent Director E.I.D. Parry (India) Limited Whole Time Director & CEO
Bharti Airtel Limited Independent Director
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Committee details as per Chairperson: Nil
Committee details as per Chairperson: Nil
Regulation 26 of Listing Member: 1
Regulation 26 of Listing Member: Nil
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Regulations**
Regulations**
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Sales and Sales and

Business Business
Governance and Experience Governance and Experience
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Regulatory Regulatory
oversight oversight
Area Area
of Expertise Global business/ of Expertise Global business/
broad international broad international
exposure/emerging exposure/emerging
Technology and markets experience Technology and markets experience
Innovation Innovation
Note:
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Mr. Vijay Kumar Sharma Mr. CP Gurnani
(DIN – 02449088) (DIN – 00018234)
Non-Executive Non-Independent Director (Nominee of LIC) Non-Executive Non-Independent Director
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E.
Age 64
Age 64
Date of Appointment
Tenure on Board
Term Ending Date

14th November, 2018
N.A.
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Date of Appointment
Tenure on Board
1st April, 2020
3 years
Term Ending Date N.A.

Shareholding Nil
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Board Memberships - Indian Listed Companies Shareholding 2,290 Shares (0.0002%)
Mahindra & Mahindra Limited Non-Executive Non-Independent Board Memberships - Indian Listed Companies
Director (Nominee of LIC)
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Mahindra & Mahindra Limited Non-Executive Non- Independent

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Tata Steel Limited Independent Director Director
Reliance Power Limited Independent Director

Tech Mahindra Limited Managing Director and Chief
Executive Officer
NURECA Limited Independent Director
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Other Directorships* 1 Other Directorships* Nil
Committee details as per Chairperson: 3 Committee details as per Chairperson: Nil

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Sales and Marketing Sales and

Exposure Marketing Exposure
Business
Governance and Experience
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Regulatory
Business
oversight
Governance and
Area Experience Area
Regulatory of Expertise of Expertise Global business/
oversight broad international
exposure/emerging
Technology and markets experience
Innovation
Note:
B. Board Procedure Directors on an annual basis and monitors the effectiveness

of the Company’s governance practices for enhancing the
A detailed Agenda, setting out the business to be transacted
stakeholders’ value.
at the Meeting(s), supported by detailed Notes and
Presentation(s) if any, is sent to each Director at least seven The Board of Directors of your Company closely monitors
days before the date of the Board Meeting(s) and of the the performance of the Company and Management, approves
Committee Meeting(s) except where Meeting(s) have been the plans, reviews the strategy and strives to achieve
convened at a shorter notice to transact urgent business. organisational growth. Your Board ensures statutory and
To provide a web-based solution, a soft copy of the said
ethical conduct and places high importance on the internal
Agenda(s) and Presentation(s) is also uploaded on the
financial reporting.
Board Portal which acts as a document repository. Video
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Conferencing facilities are provided to enable Director(s) who Your Company has well-established framework for the
are unable to attend the Meeting(s) in person, to participate Meetings of the Board and its Committees which seeks to
in the Meeting. systematise the decision making process at the Meetings
To enable the Board to discharge its responsibilities in an informed and efficient manner. Regular inputs and
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effectively and take informed decisions, the Managing feedback of Board Members are taken and considered while
Director and Chief Executive Officer apprises the Board at preparing the Agenda and related documents for the Board
E.
every Meeting of the overall performance of your Company, and Committee Meetings. The Board also has access to the
followed by Presentation(s) by the Executive Director, the Members of the Management and to the Company related
Sector President(s) and Chief Financial Officer. A detailed
functional Report is also presented at the Board Meeting(s).
The Board also, inter alia, periodically reviews strategy and

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information.
Apart from Board Members and the Company Secretary, the

Board and Committee Meeting(s) are also attended by the
business plans, annual operating and capital expenditure
Chief Financial Officer and wherever required by the Heads
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budget(s), investment and exposure limit(s), compliance
of various Corporate Functions.
report(s) of all laws applicable to your Company, as well
as steps taken by your Company to rectify instances of
The Company Secretary plays a key role in ensuring that
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non‑compliances, performance of operating divisions, review

the Board (including Committees thereof) procedures are
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of major legal issues, Minutes of the Committees of the

Board and of Board Meetings of your Company’s subsidiaries, followed and regularly reviewed. The Company Secretary is
significant transactions and arrangements entered into by primarily responsible to assist and advise the Board in the
the unlisted subsidiary companies, approval of quarterly conduct of affairs of the Company, to ensure compliance
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/ half-yearly / annual results, significant labour problems with applicable statutory requirements, to provide guidance
and their proposed solutions, safety and risk management, to Directors, to facilitate convening of Meetings and acts
transactions pertaining to purchase/disposal of property(ies), as interface between the Management and Regulatory
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sale of investments, major accounting provisions and write- Authorities for Governance related matters of the Company.
offs, corporate restructuring, joint ventures or collaboration
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agreement(s), material default in financial obligations, if any,

fatal or serious accidents, any material effluent or pollution C. N
umber of Board Meetings and
problems, transactions that involve substantial payment Attendance of the Directors at Meetings
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towards goodwill, brand equity or intellectual property, any of the Board

issue that involves possible public or product liability claims
of substantial nature, including judgement or order which During the year 1st April, 2022 to 31st March, 2023, Nine
may have passed strictures on the conduct of your Company, Board Meetings were held on 28th May, 2022, 7th July,
quarterly details of foreign exchange exposures and the 2022, 5th August, 2022, 19th August, 2022, 9th September,
steps taken by Management to limit the risks of adverse 2022, 10th & 11th November, 2022, 21st November, 2022,
exchange rate movement, statutory updates, etc. 10th February, 2023 and 15th March, 2023. The Board met at
least once in every Calendar Quarter and the gap between
The Board sets annual performance objectives, oversees the two consecutive Meetings did not exceed one hundred and
actions and results of the management, evaluates its own twenty days. These Meetings were well attended by the
performance, performance of its Committees and individual Directors.
The attendance of the Directors at these Meetings held during the year, was as under:
Board Attendance
Board Meeting Dates and Mode
1 2 3 4 5 6 7 8 9
Held % of
Name of Directors 28th 7th 5th 19th 9th 10th & 11th 21st 10th 15th during the Attended attendance
May, July, August, August, September, November, November, February, March, Year of a Director
2022 2022 2022 2022 2022 2022 2022 2023 2023
Hybrid VC Hybrid VC VC Hybrid VC Hybrid Hybrid
Mr. Anand G. Mahindra    9 9 100%
Dr. Anish Shah      9 9 100%
Mr. Rajesh Jejurikar       9 8 89%
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Dr. Vishakha N. Desai    9 8 89%
Mr. Vikram Singh Mehta    9 9 100%
Mr. T. N. Manoharan     +  9 9 100%
Mr. Vijay Kumar Sharma    9 8 89%
Mr. Haigreve Khaitan     9 9 100%
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Ms. Shikha Sharma   9 9 100%
Mr. CP Gurnani   9 9 100%
E.
Ms. Nisaba Godrej  +    9 8 89%
Mr. Muthiah Murugappan     9 9 100%
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% of attendance at a Meeting 100% 100% 100% 100% 92% 100% 83% 92% 100%
Attended through Video Conference  Leave of Absence  Attended in-person
D. A
ttendance of the Directors at the last Further, a Meeting of the Equity Shareholders of your
Company was convened on 19th August, 2022 through VC/
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Annual General Meeting and Meeting
OVAM facility as per the directions of the Hon’ble National
of the Equity Shareholders as per the
Company Law Tribunal, Mumbai Bench vide its Order dated
Order of the Hon’ble National Company 10th June, 2022 (“CCM”).
Law Tribunal, Mumbai Bench
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The attendance of the Directors at the said Meetings held

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The 76th Annual General Meeting (“AGM”) of your Company during the year, was as under:
was held on 5th August, 2022 through Video Conferencing
(“VC”)/Other Audio Visual Means (“OAVM”) facility.
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AGM, CCM Shareholders Meeting % of attendance of a

Name of Directors Attended
5th August, 2022 19th August, 2022 during the year Director
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Mr. Anand G. Mahindra 2 2 100%
Dr. Anish Shah 2 2 100%

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Mr. Rajesh Jejurikar 2 2 100%
Dr. Vishakha N. Desai 2 2 100%

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Mr. Vikram Singh Mehta 2 2 100%
Mr. T. N. Manoharan 2 2 100%
Mr. Vijay Kumar Sharma 2 2 100%
Mr. Haigreve Khaitan 2 2 100%
Ms. Shikha Sharma 2 2 100%
Mr. CP Gurnani 2 2 100%
Ms. Nisaba Godrej  2 1 50%
Mr. Muthiah Murugappan 2 2 100%
% of attendance at a Meeting 100% 92%
Attended through Video Conference  Leave of Absence

Pursuant to removal of the restriction of conducting Achievement Award and in 2014 he became the first Indian
Board Meeting(s) through Video Conferencing/Other Audio- recipient of the Harvard Alumni Association’s Harvard Medal.
Visual Means for selected Agenda Items by the Ministry
Mr. Mahindra was first appointed as a Director on the Board
of Corporate Affairs (‘MCA’), a majority of the Board and
of the Company on 23rd November, 1989. He then took over
Committee Meeting(s) were held through hybrid mode
as Deputy Managing Director of the Company in 1991 at a
where the Directors were given an option to join the Meeting
time when the turnover was US$ 177 million. He initiated
through Video Conferencing (VC) facility. The VC facility was
a comprehensive change programme to make the Company
provided for all Board and Committee Meetings held during
an efficient and aggressive competitor in the new liberalised
the year under review.
economic environment in India.
E. Meetings of Independent Directors In April 1997, he was appointed as Managing Director of
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The Independent Directors of your Company often meet Mahindra & Mahindra Limited and in January, 2001 given
before the Board Meeting(s) without the presence of the the additional responsibility of Vice Chairman. In August,
Chairman, the Managing Director or the Executive Director or 2012, he was appointed as Chairman and designated as
other Non‑Independent Director(s) or any other Management Chairman & Managing Director of Mahindra & Mahindra
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Personnel. Limited. In November, 2016, Mr. Mahindra was re-designated
as Executive Chairman of Mahindra & Mahindra Limited.
E.
These Meetings are conducted in an informal and flexible
manner to enable the Independent Directors to, inter alia, Mr. Anand Mahindra’s tenure has seen the Group expand
discuss matters pertaining to review of performance of domestically and internationally into a range of major industrial
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
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sectors from automobiles and agriculture to IT and aerospace.
He has served on several influential bodies, national and

international. These include the Reserve Bank of India Board,
and Non-Executive Directors), assess the quality, quantity
UN Global Compact Board, Global Board of Advisors of the
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and timeliness of flow of information between the Company
Council on Foreign Relations, World Bank Group’s Advisory
Management and the Board that is necessary for the Board of
Board for Doing Business and the International Advisory
Directors to effectively and reasonably perform their duties.
Council of Singapore’s Economic Development Board. He has
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Five Meetings of Independent Directors were held during the been the President of The Confederation of Indian Industry
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year under review and these Meetings were well attended by and served on the boards of the National Stock Exchange of
the Independent Directors. India and the National Council of Applied Economic Research.
He is currently on the board of Invest India, the National
The Independent Directors communicate as appropriate,
Investment Promotion and Facilitation Agency.
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suggestions, views or concerns to the Chairman or Managing

Director and Chief Executive Officer upon conclusion of their Mr. Mahindra has been conferred with the Padma Bhushan
Meeting(s). Award (2020), India’s third-highest civilian honour, for
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his contribution to the nation in the field of ‘Trade and

F. Director(s) seeking Re‑appointment Industry’. He has been named in Barron’s List of Top 30
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CEOs worldwide (2016) and Fortune Magazine’s list of the

Mr. Anand G. Mahindra, Chairman and Mr. Vijay Kumar
World’s 50 Greatest Leaders (2014). He was a recipient of
Sharma, Non-Executive Non-Independent Director (Nominee
the Best Transformational Leader Award by the Asian Centre
of LIC) are liable to retire by rotation and being eligible for
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for Corporate Governance & Sustainability (2012). He was

re-appointment at the ensuing AGM of your Company, have
appointed ‘Knight in the National Order of the Legion of
offered themselves for re-appointment.
Honour’ by the President of the French Republic (2016) and
conferred the ‘Grand Officer of the Order of the Star of Italy’
Mr. Anand G. Mahindra
by the President of Italy (2013).
Chairman
Mr. Mahindra graduated Magna Cum Laude from Harvard Mr. Mahindra is an incisive business commentator and
College (1977) and secured an MBA from the Harvard humanitarian with over 10 million followers on Twitter.
Business School (1981). He made a generous endowment in Among his many social change initiatives is the Nanhi Kali
2010 to the Harvard Humanities Center which is now known programme, which, for the last two decades, has provided
as the Mahindra Humanities Centre at Harvard. In 2008 over 330,000 underprivileged girls access to high-quality
he was bestowed the Harvard Business School’s Alumni education. Mr. Mahindra is the Chairman of the Board of
Naandi Foundation, India’s leading NGO focused on educating Mr. Mahindra holds 14,30,008 Ordinary (Equity) Shares in the
girls, skilling youth and providing sustainable livelihoods to Company.
small farmers through biodynamic agriculture. Mr. Mahindra
Mr. Mahindra has not resigned as a Director from any listed
also serves on the Founders Board of The Rise Fund, a
Company in the past three years and is not inter-se related
$2 billion impact fund.
to any other Director of the Company.
He is a strong votary of arts and culture. Mahindra Blues,
Mr. Vijay Kumar Sharma
Mahindra Excellence in Theatre Awards and Mahindra
Non-Executive Non-Independent Director (Nominee of
Sanatkada celebrate and nurture music, theatre culture, art
LIC)
and history in India. Mr. Mahindra is the member of the Global
Advisory Council of the Lincoln Center, New York and has Mr. Vijay Kumar Sharma is a post-graduate (M.Sc.) from
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previously served on the Board of Trustees of the Natural Patna University.
History Museum of London. Mr. Sharma joined Life Insurance Corporation of India
In 2014, Mr. Mahindra founded the Pro Kabaddi League to (“LIC”) as Direct Recruit Officer in 1981 and grew up with
popularize the ancient and popular Indian game of kabaddi. the Corporation since then. He held various challenging
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assignments pan India and in all operational streams including
The league, televised through the STAR television network, is
in-charge positions at different levels. Working across length
aimed at creating a new popular fan following for Kabbadi as
E.
and breadth of the country has added immensely to his
an antithesis to cricket.
experience and honed his understanding of demographics
As Non-Executive Chairman, Mr. Anand Mahindra serves as of the country, socioeconomic needs of different regions
mentor and sounding board for the Managing Director and
Senior Management especially in the areas of strategic
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and multi-cultural challenges in implementation of LIC’s
objectives.
planning, risk mitigation and external interface. He continues
Mr. Vijay Kumar Sharma superannuated as Chairman of LIC
to play an important role in epitomising and building Brand
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on 31st December, 2018. Prior to his taking over as Chairman
Mahindra. He is available to provide feedback and counsel to on 16th December 2016, he served as Chairman (In charge)
the Managing Director and Senior Management on key issues from 16th September, 2016 and Managing Director of
facing the Company. LIC from 1st November, 2013. From December, 2010 to
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November, 2013, he served as Managing Director & Chief

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Mr. Mahindra has completed 68 years of age.

Executive Officer, LIC Housing Finance Limited (LIC HFL), a
Mr. Anand G. Mahindra is the Chairman of Mahindra & premier housing finance company in the country.
Mahindra Limited, Tech Mahindra Limited, Classic Legends
As MD & CEO of LIC HFL, he stabilized the operations under
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Private Limited and Mahindra Holdings Limited and Director

most challenging circumstances of negative media glare,
of Prudential Management & Services Private Limited, The
intense scrutiny by Regulator & others and turned it around
Mahindra United World College of India, Tech Mahindra
to be the best Housing Finance Company in 2011.
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Foundation, Araku Originals Private Limited, Naandi

Community Water Services Private Limited, Breach Candy He has been an inspirational leader who utilizes negotiation
Hospital Trust, Invest India and The Indian and Eastern skills gained over thirty seven years of extensive experience
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Engineer Company Private Limited. in insurance and financial sectors and strongly connects to
the grass root levels, believes in bottom-up approach and has
Mr. Anand G. Mahindra is also a Part-time Non-official Director
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the ability to see the Big Picture and translate it to reality.

of Central Board of Reserve Bank of India. He is known as Growth Leader, leading the Organisation to
Mr. Anand G. Mahindra is a Chairman/Member of the following surge ahead and turnaround on its growth path in all the
Board Committees: segments of performance.
Mr. Vijay Kumar Sharma has completed 64 years of age.

Name of the Name of the Committee(s) Position
Company Held Mr. Sharma is Non-Executive Non-Independent Director of
Mahindra & Strategic Investment Committee Chairman Mahindra & Mahindra Limited, Independent Director of Tata
Mahindra Limited Sale of Assets Committee Chairman Steel Limited, Reliance Power Limited, NURECA Limited,
Corporate Social Responsibility Member Vidarbha Industries Power Limited and Director of Ambuja
Committee
Cement Foundation.
Stakeholders Relationship Committee Member
Mr. Vijay Kumar Sharma is a Chairman/ Member of the can be accessed in the Governance section at the Web-link
following Board Committees: https://www.mahindra.com/investor-relations/policies-and-documents.
All the Board Members and Senior Management Personnel
Sr. Name of the Name of the Committee(s) Position have affirmed compliance with these Codes. A declaration
No. Company Held
signed by the Managing Director and Chief Executive Officer
to this effect is enclosed at the end of this Report.
1. Mahindra & Strategic Investment Member
Mahindra Limited Committee
The Code of Conduct for the Board Members of the Company
also includes Code for Independent Directors which is a guide
2. Tata Steel Limited Stakeholders Relationship Chairman
Committee to professional conduct for Independent Directors, pursuant
to section 149(8) and Schedule IV of the Act.
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Nomination & Remuneration Member
Committee
H. CEO/CFO Certification
Safety Health and Environment Member The Managing Director & Chief Executive Officer and Group
Committee Chief Financial Officer of the Company have jointly provided
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an annual certification on financial reporting and internal
3. Reliance Power Nomination & Remuneration Chairman controls to the Board in terms of Regulation 17(8) of the
E.
Limited Committee
Listing Regulations and quarterly certification on financial
results while placing the financial results before the Board in
Stakeholders Relationship Chairman
Committee
Audit Committee Member

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terms of Regulation 33(2) of the Listing Regulations.
I. I nduction and Familiarisation Programme

for Independent Directors
CSR Committee Member
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A newly appointed Independent Director is provided with
Risk Management Committee Member an appointment letter along with their roles, duties &
responsibilities and copies of the Code for Independent
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4. Vidarbha Industries Audit Committee Chairman Directors and Company’s Code of Conduct for Directors, etc.
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Power Limited as may be applicable to them.

CSR Committee Chairman
Each newly appointed Independent Director is taken
Nomination & Remuneration Member through an induction and familiarisation program including
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Committee the presentation and interactive session with the Managing

Director and CEO, Executive Director, other Functional
Mr. Vijay Kumar Sharma does not hold any Ordinary (Equity) Heads on the Company’s manufacturing, marketing and
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Shares in the Company. other important aspects. The Company Secretary briefs the
Director about their legal & regulatory responsibilities as
Mr. Vijay Kumar Sharma has resigned as a Director of ACC a Director. The program also includes visit to the plant to
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Limited on 20th July, 2020 and is not inter-se related to any familiarise them with all facets of manufacturing.
other Director of the Company.
Pursuant to Regulation 25(7) of the Listing Regulations,
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G. Codes of Conduct the Company imparted various familiarisation programmes

for its Directors including periodic review of Investments
The Board of your Company has laid down two separate of the Company at Strategic Investment Committee
Codes of Conduct (“Codes”), one for all the Board Members Meetings, Regulatory updates, Industry Outlook, Business
and the other for Employees of the Company. These Codes Strategy at the Board Meetings and changes with respect
have been posted on the website of your Company and to the Companies Act, Taxation and other matters, Listing
Regulations, Framework for Related Party Transactions, etc. Sr. Skills Particulars
at the Audit Committee Meetings, Economic Environment & No.
Global Scenario, Frontier Risks, Business Entity Risks, etc. at 1. Business Experience Established leadership skills in strategic
the Risk Management Committee Meetings, Products Launch planning, succession planning, driving
change and long-term growth and guiding
and Showcase of New Vehicles, etc. The details as required the Company towards its vision, mission
under Regulations 46 and 62(1A) of the Listing Regulations and values.
are available on the website of your Company at the web link: Critically analysing complex and detailed
https://mahindra.com/sites/default/files/2023-02/disclosures- information and developing innovative
under-regulation-46-and-62-of-sebi-lodr.pdf. solutions and striking a balance between
agility and consistency.
2. Global business/ Global mindset and staying updated on

J. B
oard Confirmation regarding
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broad international global market opportunities, experience
Independence of the Independent exposure / emerging in driving business success in markets
Directors markets experience around the world with an understanding
of diverse business environments,
All the Independent Directors of the Company have given economic conditions, sensitivity to
cultural diversity and adaptability.
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declaration/disclosures under section 149(7) of the Act and
Regulation 25(8) of the Listing Regulations and have confirmed
E.
that they fulfil the independence criteria as specified under 3. Financial Experience The Company uses various financial
section 149(6) of the Act and Regulation 16 of the Listing and Risk Oversight metrics to measure its performance.
Regulations and have also confirmed that they are not Accurate Financial Reporting and Robust
aware of any circumstance or situation, which exist or may
be reasonably anticipated, that could impair or impact their
ability to discharge their duties with an objective independent
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The Company expects its Directors :-
1. To have an understanding of Finance
and Financial Reporting Processes;
judgement and without any external influence. 2. To understand and oversee various
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risks facing the Company and
Further, the Board after taking these declaration/ disclosures ensure that appropriate policies
on record and acknowledging the veracity of the same, and procedures are in place to
concluded that the Independent Directors are persons of effectively manage risk.
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integrity and possess the relevant expertise and experience

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to qualify as Independent Directors of the Company and are 4. Technology and An appreciation of emerging trends
Innovation in product design and development,
Independent of the Management.
research, disruptions in technology and
in business models.
K. M
atrix setting out the core skills/
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expertise/competence of the Board

of Directors
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5. Governance and Devise systems for compliance with

A chart/ matrix setting out the core skills/ expertise/ Regulatory oversight a variety of regulatory requirements,
competencies identified by the Board of Directors in the reviewing compliance and governance
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context of the Company’s businesses and sectors as required practices for a long term sustainable
growth of the Company and protecting
for it to function effectively and those actually available with stakeholders’ interest.
the Board alongwith the names of Directors who have such
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skills/expertise/competence, are given below:

6. Sales and Marketing Ability in developing strategies to
Exposure increase market share through
innovation, build better brand experience
for customers, improve prospective
customer engagement levels and help
establish active customers become loyal
brand followers.
Skills
Business Global business/ Financial Technology and Governance Sales and
Name of Directors Experience broad international Experience and Innovation and Regulatory Marketing
exposure/emerging Risk Oversight oversight Exposure
markets experience
Mr. Anand G. Mahindra √ √ √ √ √ √

Dr. Anish Shah √ √ √ √ √ √
Mr. Rajesh Jejurikar √ √ √ √ √ √
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Dr. Vishakha N. Desai √ √ √ √ √ √
Mr. Vikram Singh Mehta √ √ √ — √ √
Mr. T. N. Manoharan √ √ √ √ √ —
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Mr. Vijay Kumar Sharma √ — √ — √ √
E.
Mr. Haigreve Khaitan √ √ √ √ √ —
Ms. Shikha Sharma √ √ √ √ √ √
Mr. CP Gurnani √ √ LIN
√ √ √ √
Ms. Nisaba Godrej √ √ √ √ √ √
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Mr. Muthiah Murugappan √ √ √ √ √ √
L. Resignation of Independent Director(s) (iii) Convene exclusive Meeting(s) of Independent

Directors, set agenda, preside over the meetings of
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During the year under review, none of the Independent the Independent Directors and provide feedback to the
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Directors of the Company had resigned before the expiry of Chairperson / Board of Directors after such Meetings;
their respective tenure(s).
(iv) Preside over Meetings of the Board at which the
Chairperson is not present;
M. Lead Independent Director
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(v) Identify critical issues for the Board to deal with and
Mr. Vikram Singh Mehta, Independent Director and Chairman assist the Board in achieving consensus on important
of Governance, Nomination and Remuneration Committee issues;
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has been appointed as the Lead Independent Director with

effect from 1st April, 2021. (vi) Communicate to the Chairman and Management, as
appropriate, any decisions reached, suggestions, views
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As a Lead Independent Director, Mr. Mehta has been entrusted, or concerns expressed by Independent Directors at
inter alia, with the following roles and responsibilities: their Meetings or outside of the Board Meetings;
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(i) Provide leadership to the Independent Directors (vii) Play the role of a facilitator outside the Boardroom,
and liaise between the Chairperson of the Board especially, on contentious issues;
and Independent Directors without inhibiting direct (viii) Provide candid feedback to MD & CEO and CFO post
communication between them; Meeting of Independent Directors; and
(ii) Ensure Board effectiveness to maintain high-quality (ix) Take the lead role, along with Chairman in assessing
governance of the Company and the effective the performance evaluation of the Board and that of
functioning of the Board; Individual Director.
II. REMUNERATION TO DIRECTORS Further, based on approval of the Shareholders of the

Company at the 75th AGM held on 6th August, 2021,
A. Remuneration Policy Mr. Anand G. Mahindra, Chairman (Non-Executive Director)
of the Company will be paid a fixed Commission of Rs. 2.50
Your Company has a well-defined Policy for Remuneration of
crores per annum, with effect from 12th November, 2021.
the Directors, Key Managerial Personnel and other Employees.
During the year under review, the following Non-Executive
This Policy is available on the website of the Company and can
Directors were paid a commission of Rs. 359.42 lakhs
be accessed in the Governance section at the Web-link: https://
(provided for in the accounts for the year ended 31st March,
www.mahindra.com/investor-relations/policies-and-documents.
2022), distributed amongst the Directors as follows:
The Governance Nomination and Remuneration Committee
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(“GNRC”) while deciding the basis for determining the Commission for the year
compensation, both fixed and variable to the Non-Executive ended 31st March, 2022,
Name of Directors paid during the year
Directors, takes into consideration various factors such as under review
Director’s participation in Board and Committee Meetings (Rs. In Lakhs)
during the year, other responsibilities undertaken, such as
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Mr. Anand G. Mahindra* 95.89
Membership or Chairmanship of Committees, time spent in
carrying out other duties, role and functions as envisaged in
E.
Mr. Vikram Singh Mehta 36.00
Schedule IV of the Act and Listing Regulations and such other
factors as the GNRC deems fit. Dr. Vishakha N. Desai 36.00
The elements of remuneration package of Executive Directors

include salary, benefits, stock options, provident fund, etc.
and is decided based on the individual performance as well
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Mr. T. N. Manoharan
Mr. Vijay Kumar Sharma

(Nominee of LIC)
36.00
30.00#
as performance of the Company, inflation, prevailing industry

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trends and benchmarks. The Non-Executive Directors are paid Mr. Haigreve Khaitan 36.00##
remuneration in the form of sitting fees for attending the Ms. Shikha Sharma 30.00
meetings of the Board of Directors or any Committee thereof,
as approved by the Board of Directors and Commission. Mr. CP Gurnani^ Nil
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Based on the Shareholders’ approval, Mr. Anand G. Mahindra, Ms. Nisaba Godrej 30.00
as Non-Executive Chairman of the Company is entitled to
Mr. Muthiah Murugappan 29.53
Remuneration (by way of monthly payment) and Commission
apart from sitting fees for attending the Meetings of the
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* Non-Executive Chairman from 12th November, 2021.

Board of Directors or any Committee thereof as approved # Commission is paid to LIC.
by the Board of Directors for Non-Executive Directors of the ## Commission was paid to Khaitan & Co., in which Mr. Haigreve Khaitan is a
Partner.
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Company and also Reimbursements and Benefits as per the ^ Mr. CP Gurnani being a Whole-time Director of Tech Mahindra Limited, has
Company’s Policy with effect from 12th November, 2021. waived his right to receive Sitting fees for attending the Meetings of the Board
of Directors or any Committee or any other remuneration payable to the
Non‑Executive Directors of the Company.
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B. R
emuneration to Non-Executive Directors
for the year ended 31st March, 2023 A commission of Rs. 582 lakhs has been provided as payable
to the Non-Executive Directors in the accounts for the year
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Pursuant to the approval granted by the Members of the

under review. Non-Executive Directors are also paid sitting
Company at the 69th AGM held on 7th August, 2015, the eligible
fees of Rs. 1,00,000 each for every Meeting of the Board
Non-Executive Directors are paid commission upto a maximum
and Rs. 60,000 each for every Committee Meeting other
of 1% of the net profits of the Company for each financial
than Stakeholders Relationship Committee (increased from
year, as computed in the manner laid down in section 198 of
Rs. 50,000 to Rs. 60,000 with effect from 11th February,
the Act or any statutory modification(s) or re-enactment(s)
2023). The sitting fees paid for every Meeting of Stakeholders
thereof or Rs. 38 crores in the aggregate, whichever is lower;
Relationship Committee is Rs. 30,000 each for Non‑Executive
provided that none of such Directors shall, in any Financial
Director. Additionally, Non-Executive Directors are also
Year individually receive a portion of such remuneration more
reimbursed for expenses incurred in the performance of
than one quarter percent of the net profits of the Company.
their official duties.
The sitting fees paid to Non-Executive Directors and the commission payable to them for the year ended 31st March, 2023 along
with their respective shareholdings in your Company are as under:
Sitting Fees paid for the Board Commission for the year ended
and Committee Meetings held 31st March, 2023, provided as No. of Ordinary (Equity)
Name of Directors during the year ended payable in the accounts of the Shares held as on
31st March, 2023 Company for the year under review 31st March, 2023
(Rs. in Lakhs) (Rs. in Lakhs)
Mr. Anand G. Mahindra 14.40 250.00 14,30,008
Mr. Vikram Singh Mehta 21.50 45.00 20,000
Dr. Vishakha N. Desai 10.80 45.00 12,500
Mr. T. N. Manoharan 17.30 45.00 Nil
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Mr. Vijay Kumar Sharma (Nominee of LIC) 10.10 38.00 #
Nil
Mr. Haigreve Khaitan 18.50## 45.00## Nil
Ms. Shikha Sharma 19.90 38.00 Nil
Mr. CP Gurnani^ Nil Nil 2,290
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Ms. Nisaba Godrej 10.60 38.00 Nil
E.
Mr. Muthiah Murugappan 11.50 38.00 Nil
# Commission is payable to LIC.
## Sitting fees/Commission were paid/are payable to Khaitan & Co., in which Mr. Haigreve Khaitan is a Partner.
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^ Mr. CP Gurnani being a Whole-time Director of Tech Mahindra Limited, has waived his right to receive Sitting fees for attending the Meetings of the Board of
Directors or any Committee or any other remuneration payable to the Non-Executive Directors of the Company.
The Non-Executive Directors were not granted stock options during the year under review.
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emuneration paid/payable to the Whole‑time Directors for the year ended
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31st March, 2023
Remuneration to the Whole-time Directors is fixed by GNRC basis the approval of the Board of Directors and Shareholders at a
General Meeting. Following is the remuneration paid/payable to the Whole-time Directors during the year ended 31st March, 2023:
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(Rs. in Lakhs)
Directors Company’s Perquisites Contract Period

Salary Contribution and Total
to Funds1 Allowances
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Dr. Anish Shah (Managing Director and 1,193.61# 51.54 398.82@ 1,643.97 Deputy Managing Director and Group Chief Financial
Chief Executive Officer) Officer from 1st April, 2020 to 1st April, 2021 and
Managing Director and Chief Executive Officer from
2nd April, 2021 to 31st March, 2025
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Mr. Rajesh Jejurikar, Executive Director 937.40## 34.71 302.24@@ 1,274.35 1st April, 2020 to 31st March, 2025
and CEO (Auto and Farm Sector) Designated as Executive Director (Automotive and
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Farm Sectors) upto 14th March, 2023 and

re-designated as Executive Director and CEO
(Auto and Farm Sector) from 15th March, 2023.
1 Aggregate of the Company’s contributions to Superannuation Fund and Provident Fund.
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# Includes Performance pay of Rs. 396 lakhs.

## Includes Performance pay of Rs. 345 lakhs.
@ Includes Rs. 397.43 lakhs being perquisite value of ESOPs of the Company exercised during the year.
@@ Includes Rs. 301.06 lakhs being perquisite value of ESOPs of the Company exercised during the year.
Notes:
a. Notice period applicable to each of the Whole-time Directors is six months.
b. Employee Stock Options and Performance Pay are the only components of remuneration that are performance-linked. All other components are fixed.
c. There is no separate provision for payment of Severance Fees.
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emuneration paid/payable to Mr. Anand Directors of the Company for the Financial Year 2022-23.
G. Mahindra, Non‑Executive Chairman Following is the remuneration paid/payable to Mr. Anand G.
for the year ended 31st March, 2023 Mahindra as Non-Executive Chairman during the year ended
31st March, 2023:
The remuneration of Mr. Anand G. Mahindra was recommended
by GNRC and subsequently approved by the Board of Directors (Rs. in Lakhs)
and thereafter by the Shareholders of the Company at the Director(s)
Remuneration Commission Total*
75th AGM held on 6th August, 2021. Further, the Shareholders
of the Company at the 76th AGM held on 5th August, 2022 Mr. Anand G. Mahindra 250# 250 500
pursuant to the provisions of Regulation 17(6)(ca) of the * In addition, Mr. Anand G. Mahindra is entitled to the Benefits under the Special Post
Listing Regulations, accorded their approval for payment of Retirement Benefit Scheme of the Company.
remuneration to Mr. Anand G. Mahindra for the Financial Year
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# Excludes Sitting Fees.
2022-23, being an amount exceeding fifty percent of the
total annual remuneration payable to all the Non-Executive
E. Th
e Stock Option granted to Directors, the period over which accrued and over which
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exercisable are as under:
E.
2000 Scheme
Options Options Options Options Options Options

Name of Directors (alongwith their Designation)
to whom Stock Options have been granted
granted in
December,
2001* LIN
(1)
granted in granted in
June, September,
2005**
(2)
2006
(3)
granted in
July,
2007
(4)
granted in
August,
2008
(5)
granted in
September,
2012
(6)
Dr. Vishakha N. Desai, Independent Director N.A. N.A. N.A. N.A. N.A. 10,000*****
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@
Mr. Vikram Singh Mehta, Independent Director N.A. N.A. N.A. N.A. N.A. *10,000
Dr. Anish Shah, Managing Director & Chief Executive Officer N.A. N.A. N.A. N.A. N.A. N.A.
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Mr. Rajesh Jejurikar, Executive Director & CEO *13,548 *15,000*** *12,824*** *13,492*** @
25,178*** N.A.
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(Auto and Farm Sector)
2010 Scheme
Options Options Options Options Options Options Options Options Options Options Options
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Name of Directors (alongwith their

Designation) to whom Stock Options have granted in granted in granted in granted in granted in granted in granted in granted granted granted granted in
been granted January, November, August, November, November, November, November, in June, in March, in March, November,
2011 2013 2015 2015 2018 2019 2020 2021 2022% 2022! 2022
(7) (8) (9) (10) (11) (12) (13) (14) (15) (16) (17)
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Dr. Anish Shah, N.A. N.A. *1,25,270**** Nil Nil *36,504 57,755 2,70,386 14,367 58,207 49,596
Managing Director & Chief Executive Officer
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Mr. Rajesh Jejurikar, 37,085 *44,282****

@
*40,733**** *13,578**** *18,882 *18,882 49,870 2,13,471 17,139 47,169 41,790
Executive Director & CEO
(Auto and Farm Sector)
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@ Unexercised Options lapsed.

Notes:
a. Mr. Anand G. Mahindra being a Promoter of the Company is not entitled to Stock Options.
b. Mr. T. N. Manoharan, Mr. Vijay Kumar Sharma, Mr. Haigreve Khaitan, Ms. Shikha Sharma, Ms. Nisaba Godrej, Mr. Muthiah Murugappan and Mr. CP Gurnani have not been
granted any Stock Options.
Sr. Options granted Vesting period Exercise period Exercise price

No. at a discount in
(1) December, 2001 Already vested in December, 2002 Within five years from the date of vesting **Rs. 59 per share***
(2) June, 2005 Already vested in June, 2006 Within five years from the date of vesting **Rs. 454 per share***
(3) September, 2006 Four equal instalments in September 2007, 2008, 2009 On the date of vesting or within five years from Rs. 616 per share***
and 2010 respectively the date of vesting
(4) July, 2007 Four equal instalments in July 2008, 2009, 2010 and On the date of vesting or within five years from Rs. 762 per share***
2011 respectively the date of vesting
(5) August, 2008 Four equal instalments in August 2009, 2010, 2011 and On the date of vesting or within five years from Rs. 500 per share***
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2012 respectively the date of vesting
(6) September, 2012 Four equal instalments in September 2013, 2014, 2015 On the date of vesting or within five years from Rs. 662 per share*****
and 2016 respectively the date of vesting
(7) January, 2011 Five equal instalments in January 2012, 2013, 2014, On the date of vesting or within five years from Rs. 5 per share*****
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2015 and 2016 respectively the date of vesting
(8) November, 2013 Five equal instalments in November 2014, 2015, 2016, On the date of vesting or within five years from Rs. 5 per share*****
E.
2017 and 2018 respectively the date of vesting
(9) August, 2015 Four instalments in February 2017, 2018, 2019 and On the date of vesting or within five years from Rs. 5 per share*****
(10) November, 2015

2020 respectively
Four instalments in May 2017, 2018, 2019 and 2020

respectively
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the date of vesting
On the date of vesting or within five years from

the date of vesting
Rs. 5 per share*****
(11) November, 2018 Three instalments in November 2019, 2020 and 2021 On the date of vesting or within five years from Rs. 5 per share
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the date of vesting
(12) November, 2019 Three instalments in November 2020, 2021 and 2022 On the date of vesting or within five years from Rs. 5 per share
the date of vesting
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(13) November, 2020 Three instalments in November 2021, 2022 and 2023 On the date of vesting or within the exercise Rs. 5 per share
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period specified for each vesting. The maximum

exercise period is 4 years from the date of vesting.
(14) June, 2021 Five instalments in June 2024, 2025, 2026, 2027 & On the date of vesting or within the exercise Rs. 5 per share
2028 period specified for each vesting. The maximum
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(15) March, 2022% Five instalments in March 2025, 2026, 2027, 2028 & On the date of vesting or within the exercise Rs. 5 per share
2029 period specified for each vesting. The maximum
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(16) March, 2022! Three instalments in March 2023, 2024 & 2025 On the date of vesting or within the exercise Rs. 5 per share
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(17) November, 2022 Three instalments in November 2023, 2024 & 2025 On the date of vesting or within the exercise Rs. 5 per share
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* All these Options have been exercised.

** The Options granted stand augmented by an equal number of Options and the Exercise Price stands reduced to half on account of the 1:1 Bonus Issue made in September, 2005.
*** The number of Stock Options granted and outstanding as on 30th March, 2010, stand augmented by an equal number of Options and Exercise Price stands reduced to half on account
of Sub-division of each Ordinary (Equity) Share of the Company having a Face Value of Rs. 10 each fully paid-up into 2 (Two) Ordinary (Equity) Shares of the Face Value of Rs. 5 each
fully paid-up.
**** The Options granted and outstanding stand augmented by an equal number of Bonus Options on account of the 1:1 Bonus Issue made in December, 2017.
***** The Options granted and outstanding stand augmented by an equal number of Options and the Exercise Price stands reduced to half on account of the 1:1 Bonus Issue made in
December, 2017.
III. RISK MANAGEMENT IV. COMMITTEES OF THE BOARD

Your Company has a well-defined risk management The Board Committees play a crucial role in the governance
framework in place. The risk management framework works structure of the Company and have been constituted to deal
at various levels across the Company. These levels form the with specific areas / activities as mandated by applicable
strategic defence cover of the Company’s risk management. regulations; which concern the Company and need a closer
The Company has a robust organisational structure for
review. Majority of the Members constituting the Committees
managing and reporting on risks.
are Independent Directors and each Committee is guided by
Your Company has constituted a Risk Management its Charter or Terms of Reference, which provide for the
Committee consisting of Board Members which is authorised scope, powers & duties and responsibilities.
to monitor and review Risk Management plan and risk
certificate. The Committee is also empowered, inter alia, to
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The Chairperson of the respective Committee informs the
review and recommend to the Board the modifications to the Board about the summary of the discussions held in the
Risk Management Policy. respective Committee Meetings. The minutes of the Meeting
Further, the Board has constituted a Corporate Risk Council of all Committees are placed before the Board for review.
comprising of the Senior Executives including Chief Risk
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Officer of the Company. The terms of reference of the Council During the year, all recommendations of the Committees
comprise review of Risks and Risk Management Policy at of the Board which were mandatorily required have been
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periodic intervals. accepted by the Board.
The Risk Management process has been established across
There are Six Board constituted Committees as on
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
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31st March, 2023, which comprise of Five Statutory
Committees and One Non-statutory Committee (Voluntary
Committee), details of which are as follows:
the Company.
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Board Committees as on 31st March, 2023:
The Board
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Governance, Nomination
Audit Committee Stakeholders Relationship
and Remuneration
Committee
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Committee
Mr. T.N. Manoharan Mr. Vikram Singh Mehta Mr. Haigreve Khaitan
Ms. Shikha Sharma Ms. Shikha Sharma Mr. Anand G. Mahindra
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Mr. Vikram Singh Mehta Mr. Haigreve Khaitan Dr. Vishakha N. Desai
Mr. Haigreve Khaitan Ms. Nisaba Godrej Mr. Muthiah Murugappan
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Corporate Social Risk Management Strategic Investment

Committee
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Responsibility Committee Committee*
Dr. Vishakha N. Desai Mr. T. N. Manoharan Mr. Anand G. Mahindra

Mr. Anand G. Mahindra Dr. Anish Shah Mr. Vikram Singh Mehta
Dr. Anish Shah Mr. Rajesh Jejurikar Mr. T. N. Manoharan
Mr. Vikram Singh Mehta Ms. Shikha Sharma Ms. Shikha Sharma
Mr. Muthiah Murugappan Mr. Vikram Singh Mehta Mr. Vijay Kumar Sharma
Chairperson Members
* Voluntary Committee
A. Audit Committee (“PIT Regulations”) at least once in a financial year and verify
that the systems for internal control are adequate and are
This Committee comprises of the following Directors viz. operating effectively. The terms of reference are also in line
Mr. T. N. Manoharan (Chairman of the Committee), Ms. Shikha with the regulatory requirements mandated in the Act and
Sharma, Mr. Vikram Singh Mehta and Mr. Haigreve Khaitan. Listing Regulations.
All the Members of the Committee are Independent Directors
and possess strong accounting and financial management The Committee is also empowered to, inter alia, recommend
knowledge. The Company Secretary is the Secretary to the remuneration payable to the Statutory Auditors, availing
the Committee. of such other permitted services from the Auditors and
to recommend a change in the Auditors, if felt necessary.
Key Terms of Reference of the Committee: Further, the Committee is empowered to recommend
to the Board, the appointment of Chief Financial Officer,
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The terms of reference of this Committee are very wide and
are in line with the regulatory requirements mandated by the term of appointment and remuneration of the Cost
the Act and Part C of Schedule II of the Listing Regulations. Auditor, Internal Auditor, etc., review the functioning of the
Whistle-blower Policy/ Vigil Mechanism, to consider and
Besides having access to all the required information from comment on rationale, cost-benefits and impact of schemes
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within the Company, the Committee can obtain external involving merger, demerger, amalgamation etc., on the listed
professional advice whenever required. The Committee acts entity and its shareholders. The Committee also reviews
E.
as a link between the Statutory and the Internal Auditors Financial Statements and Investments of unlisted subsidiary
and the Board of Directors of the Company. It is authorised companies, Management Discussion & Analysis of financial
to, inter alia, review and monitor the Auditor’s independence condition and results of operations.
and performance, scope and effectiveness of audit process,
oversight of the Company’s financial reporting process and
the disclosure of its financial information, review with the
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The Audit Committee has been granted powers as prescribed
under Regulation 18(2)(c) of the Listing Regulations and
management the quarterly and annual financial statements reviews all the information as prescribed in Part C of Schedule
II of the Listing Regulations. The Committee also reviews the
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and auditor’s report before submission to the Board for
approval, select and establish accounting policies, review Report on compliance under Code of Conduct for Prevention
Reports of the Statutory and the Internal Auditors and of Insider Trading adopted by the Company pursuant to PIT
meet with them to discuss their findings, suggestions and Regulations. Further, Compliance Reports under the Sexual
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other related matters, to consider and grant prior approval Harassment of Women at Workplace (Prevention, Prohibition
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for the related party transactions including material related and Redressal) Act, 2013 and Whistle-blower Policy are also
party transactions in terms of Regulation 23 read with placed before the Committee.
Regulation 2(1)(zc) and Regulation 2(1)(zb) of the Listing During the year under review, the Audit Committee was
Regulations, granting omnibus approvals for related party
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additionally authorised to review the report submitted

transactions subject to fulfilment of certain conditions by monitoring agency for the utilization of proceeds of
and quarterly reviews thereof, approve transaction(s) of preferential issue or qualified institutions placement in
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the Company or any Subsidiaries of the Company on one addition to public issue or rights issue pursuant to Securities
hand, and any other person or entity on the other hand, the and Exchange Board of India (Listing Obligations and
purpose and effect of which is to benefit a related party of Disclosure Requirements) (Sixth Amendment) Regulations,
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the Company or any Subsidiaries of the Company. 2022 dated 14th November, 2022.
The Committee is also authorised to scrutinise inter- Subsequent to the year end, Policy on Materiality of and
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corporate loans and investments, valuation of undertakings Dealing with Related Party Transactions was amended by
or assets of the Company, review the risk assessment and the Committee to make it more elaborate specifically in
minimisation procedures, evaluate internal financial controls view of further changes in the coverage of the related party
and risk management systems, monitor end use of the funds transactions with effect from 1st April, 2023.
raised through public offers and related matters, review the
utilisation of loans and/ or advances from/ investment by Further, the Committee also considered and recommended to
the Company in the subsidiary companies exceeding Rs. 100 the Board amendment in the Code of Conduct for Prevention
crore or 10% of the asset size of the subsidiary, whichever of Insider Trading in Securities of Mahindra & Mahindra Limited
is lower including existing loans/ advances / investments and and Policy on Insider Trading inter alia to align it with the Insider
review compliance with the Securities and Exchange Board Trading Regulations and prohibit derivative transactions in the
of India (Prohibition of Insider Trading) Regulations, 2015 Securities of the Company.
The Meetings of the Audit Committee are also attended by the Mr. T. N. Manoharan, Chairman of the Audit Committee, was
Chairman, the Managing Director and Chief Executive Officer, virtually present at the 76th AGM of the Company held
Executive Director and CEO (Auto and Farm Sector), Group through Video Conferencing facility on 5th August, 2022
Chief Financial Officer, the Statutory Auditors, the Group Chief to address the Shareholders’ queries pertaining to Annual
Internal Auditor, the Controller of Accounts, the Chief Financial Accounts of the Company.
Officer of Auto and Farm Sectors and the Company Secretary.
Apart from the Meetings, Circular Resolution(s) are
As required under the Secretarial Standard on General also passed by the Members. Subsequently, these
Meetings, the Chairman of the Committee or, in his absence, Circular Resolution(s) are noted in the Meeting held after
any other Member of the Committee authorised by him on the date on which the Circular Resolution(s) are passed by
his behalf shall attend the General Meeting of the Company. the Members.
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Composition and Attendance (in brief):
100% 4 8 100%
Independence Members Meetings Attendance
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The Committee met Eight times during the year under review on 27th May, 2022, 7th July, 2022, 4th August, 2022, 9th September,
E.
2022, 10th November, 2022, 21st November, 2022, 9th February, 2023 and 14th March, 2023. The gap between two Meetings did
not exceed one hundred and twenty days. The attendance at the Meetings was as under:
Audit Committee Attendance LIN

Committee Meeting Dates and Mode
1 2 3 4 5 6 7 8
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Held
27th 7th 4th 9th 10th 21st 9th 14th % of attendance
Name of the Members during the Attended
May, July, August, September, November, November, February, March, of a Member
Year
2022 2022 2022 2022 2022 2022 2023 2023
Hybrid VC Hybrid VC Physical VC Physical Hybrid
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Mr. T. N. Manoharan (Chairman)      8 8 100%

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Mr. Haigreve Khaitan      8 8 100%
% of attendance at a Meeting 100% 100% 100% 100% 100% 100% 100% 100%
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AUDIT COMMITTEE REPORT FOR THE YEAR ENDED 31ST MARCH, 2023
Activities of the Committee during the year Frequency

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Reviewed Quarterly, Half yearly and Annual Standalone and Consolidated Financials of the Company prepared in accordance with the Indian Q / A
Accounting Standards (Ind AS) as specified under the Companies Act, 2013, read with the relevant rules thereunder
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Held discussions with the Statutory Auditors regarding the Company’s financial statements, scope of their Reports and sought the Q
auditors’ judgment on the quality and applicability of the accounting principles, the reasonableness of significant judgments, the
adequacy of disclosures in the financial statements and other matters as the Committee deemed necessary
Reviewed and approved the Audit Fees and Fees payable for other services rendered by the Statutory Auditors during the year under A
review
Considered and made recommendation on the Remuneration payable to the Chief Internal Auditor and Chief Financial Officer of the A
Company
Reviewed the performance of the Statutory Auditors and approved their Re-Appointment as Statutory Auditors for a Second Term of A / E
5 (five) consecutive years and recommended the same to the Board
Reviewed with independent auditors, the nature and scope of the audit alongwith the review of audit engagement to ascertain E
adequacy and appropriateness
Reviewed the Management Discussion and Analysis of the financial condition and results of operations of the Company A
Reviewed the Directors’ Responsibility Statement after making due enquiries from the Operating Management A
Reviewed the internal audit findings, the action taken status and other matters concerning the internal audit function of the Company Q / A
and the Group and reviewed the performance of the Chief Internal Auditor
Reviewed the utilisation of loans and/ or advances from/investment by the Company in the subsidiaries exceeding Rs. 100 crores or Q
10% of the asset size of the subsidiary, whichever is lower
Reviewed and granted prior approval for transactions with related parties including material related party transactions in terms of Q / A
Regulation 23 read with Regulation 2(1)(zc) and Regulation 2(1)(zb) of the Listing Regulations, approved specific arrangements/
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transactions, granted omnibus approval for transactions proposed to be entered with related parties, within the maximum limit per
transaction and maximum limit in the aggregate, granted omnibus approval to cover unforeseen related party transactions and
reviewed related party transactions entered into by the Company for previous quarter pursuant to the prior and omnibus approvals
accorded by the Committee and recommended to the Board for onward recommendation to the Shareholders for approval as and
when necessary
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Reviewed the risk assessment and minimisation procedures to ensure that executive Management controls risk through means of a Q
properly defined framework and risk management systems, etc.
E.
Reviewed the Audited financial statements, in particular the investments made by all unlisted subsidiary companies and all significant A
transactions and arrangements entered into by unlisted subsidiary companies
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Approved the other services proposed to be rendered by the Statutory Auditors, directly or indirectly
Reviewed and approved the proposed amendments in the terms of reference of the Committee including review of the report
submitted by monitoring agency for the utilization of proceeds of preferential issue or qualified institutions placement in addition to
A / E
public issue or rights issue

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Noted the Material Subsidiary(ies) of the Company A
Monitored and reviewed the mechanism to track the compliances under SEBI (Prohibition of Insider Trading) Regulations, 2015 and Q
also reviewed the compliance updates in addition to the investigations of the Whistle-blower Complaints received alongwith Report
under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
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Considered and approved the appointment of Cost Auditors, remuneration payable to them and the Cost Audit Report and recommended A
the same to the Board
Reviewed and approved amendments to Policy on Prevention of Sexual Harassment of the Company E
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Held meeting with the Representatives of the Credit Rating Agencies which have rated the Non-Convertible Debentures issued by / A
long term borrowings of the Company
Reviewed compliance of Insider Trading Regulations and Systems for Internal Controls for prevention of Insider Trading A
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Frequency A Annually Q Quarterly E Event Based

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B. G
overnance, Nomination and with the criteria laid down, recommending to the Board their
Remuneration Committee appointment and removal and carrying out evaluation of
every Director’s performance.
All Committee Members are Independent Directors including the The Committee has also formulated the criteria for determining
Chairman. The Members are Mr. Vikram Singh Mehta (Chairman qualifications, positive attributes and independence of a
of the Committee), Mr. Haigreve Khaitan, Ms. Nisaba Godrej Director and recommended to the Board a Policy relating to
and Ms. Shikha Sharma. Mr. Anand G. Mahindra, Chairman, the remuneration for the Directors, Key Managerial Personnel
Dr. Anish Shah, Managing Director and Chief Executive Officer and other Employees. This policy has also been posted on
and Mr. Ruzbeh Irani, President - Group HR are permanent the website of the Company and can be accessed in the
invitees to the Committee. Governance section at the Web-link: https://www.mahindra.
Key Terms of Reference of the Committee: com/investor-relations/policies-and-documents.
The Committee has undertaken a structured and
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The Committee has been vested with the authority to, comprehensive succession planning program over a period
inter alia, recommend nominations for Board Membership, of time and has carried out a rigorous review for an orderly
develop and recommend policies with respect to composition Succession to the Board and the Senior Management.
of the Board commensurate with the size, nature of the
business and operations of the Company, establish criteria The Committee carries out a separate exercise to evaluate
the performance of Individual Directors. Feedback is sought
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for selection to the Board with respect to the competencies,
qualifications, experience, track record, integrity, establish by way of structured questionnaires covering various
Director retirement policies and appropriate succession plans aspects of the Board’s functioning such as adequacy of the
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and determine overall compensation policies of the Company. composition of the Board and its Committees, Board culture,
execution and performance of specific duties, obligations and
The Committee also administers the Company’s Employee governance. The performance evaluation is carried out based
Stock Option Schemes formulated from time to time including
“Mahindra & Mahindra Limited Employees Stock Option
Scheme – 2000”, “Mahindra & Mahindra Limited Employees
Stock Option Scheme – 2010” and takes appropriate decisions
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on the responses received from the Directors.
The performance evaluation of Independent Directors was
based on various criteria, inter alia, including attendance at
in terms of the concerned Scheme(s). Board and Committee Meetings, skill, experience, ability to
challenge views of others in a constructive manner, knowledge
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The terms of reference of this Committee are aligned with acquired with regard to the Company’s business, understanding
the Listing Regulations and the Act. of industry and global trends, etc. During the year under
The coverage of “Senior Management” of the Company was review, the Committee ascertained and reconfirmed that the
widened pursuant to an amendment to the Listing Regulations deployment of “questionnaire” as a methodology, is effective
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and consequently the “Policy on Appointment of Directors for evaluation of performance of Board and Committees and
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and Senior Management and Succession Planning for Orderly Individual Directors.
Succession to the Board and the Senior Management” has The Committee is also empowered to opine, in respect of the
been amended. services rendered by a Director in professional capacity and
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The scope of the Committee inter alia includes review of market whether such Director possesses requisite qualification for the
practices and deciding on remuneration packages applicable practice of the profession. As per section 178(7) of the Act
to the Chairman, Managing Director, the Executive Director(s), and Secretarial Standard on General Meetings, the Chairman
Presidents and other Members of Senior Management as may of the Committee or, in his absence, any other Member of
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be decided from time to time (including the Chief Financial the Committee authorised by him in this behalf shall attend
Officer and Company Secretary). the General Meetings of the Company. The Chairman of the
Committee, Mr. Vikram Singh Mehta was virtually present at
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In addition to the above, the Committee’s role includes

the 75th AGM of the Company held through Video Conferencing
identifying persons who are qualified to become Directors and
facility on 5th August, 2022.
who may be appointed in Senior Management in accordance
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100% 4 5 100%
The Committee met five times during the year under review on 27th May, 2022, 4th August, 2022, 10th November, 2022,
10th February, 2023 and 14th March, 2023.
The attendance at the Meetings was as under:
Governance, Nomination and Remuneration Committee Attendance

1 2 3 4 5
Held
27th 4th 10th 10th 14th % of attendance
May, August, November, February, March, of a Member
Year
2022 2022 2022 2023 2023
Hybrid Hybrid Hybrid Hybrid Hybrid
Mr. Vikram Singh Mehta (Chairman)    5 5 100%
Mr. Haigreve Khaitan      5 5 100%
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Ms. Nisaba Godrej 5 5 100%
% of attendance at a Meeting 100% 100% 100% 100% 100%
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GOVERNANCE, NOMINATION AND REMUNERATION COMMITTEE REPORT FOR THE YEAR ENDED
E.
31ST MARCH, 2023:
Chairman of the Company and mapping of chart / matrix of core skill/ expertise/ competencies of the BoardLIN
Finalisation of the process of evaluation and carrying out evaluation of the performance of the Board, its Committees, Directors and
Approved and recommended to the Board amendments to Gift and Entertainment Policy and Code of Conduct for stakeholders
A
E
Grant of Stock Options to the Eligible Employees under the Mahindra & Mahindra Limited Employees Stock Option Scheme – 2010 A / E
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and cancellation of Stock Options in certain cases
Remuneration and Performance Pay to be paid to the Wholetime Directors A
Benchmarking of remuneration of Senior Management and approved and recommended to the Board remuneration of Senior Management A / E
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Redesignation of Mr. Rajesh Jejurikar as “Executive Director and CEO (Auto and Farm Sector)” E
Frequency A Annual E Event Based
C. Stakeholders Relationship Committee

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The Company’s Stakeholders Relationship Committee functions under the Chairmanship of Mr. Haigreve Khaitan, Independent
Director. The Board at its Meeting held on 28th May, 2022 had re-constituted the Stakeholders Relationship Committee and appointed
Mr. Muthiah Murugappan in place of Dr. Anish Shah. Mr. Anand G. Mahindra and Dr. Vishakha N. Desai are the other Members of the
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Committee.
Mr. Narayan Shankar, Company Secretary is the Compliance Officer of the Company.
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Key Terms of Reference of the Committee:

The Committee meets, as and when required, to inter alia, deal with matters relating to issue of duplicate share certificates, issue
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of new share certificates (including for transfer to Investor Education & Protection Fund as per the provisions of the Act and Rules
framed thereunder), resolve the grievances of security holders of the Company including complaints related to dematerialisation
of shares, non-receipt of annual report, non-receipt of declared dividends, etc., review of measures taken for effective exercise
of voting rights by shareholders, review of adherence to the service standards adopted by the Company in respect of services
being rendered by the Registrar & Transfer Agent, review of various measures and initiatives taken by the Company for reducing
the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/demand drafts/annual reports/statutory
notices by the Shareholders of the Company. With a view to expedite the process of transmission, necessary authority has been
delegated to certain officers of the Company. The Committee is authorised to approve request for transmission of shares and issue
of duplicate share certificates.
The role and terms of reference of the Committee cover the areas as contemplated under Regulation 20 read with Part D of Schedule
II of the Listing Regulations and Section 178 of the Act, as applicable, besides other terms as referred by the Board of Directors.
During the year under review, the terms of reference of the Committee were amended to include looking into various aspects
of matters related to all Security Holders, inter alia, covering Non-Convertible Debenture Holders and Commercial Paper Holders.
As per section 178(7) of the Act and the Secretarial Standard on General Meetings, the Chairman of the Committee or, in his
absence, any other Member of the Committee authorised by him in this behalf shall attend the General Meetings of the Company.
The Chairman of the Committee, Mr. Haigreve Khaitan was virtually present at the 76th AGM of the Company held through Video
Conferencing facility on 5th August, 2022.
Apart from the Meeting(s), urgent business (including approvals for issue of duplicate Share Certificates) was transacted through
Circular Resolution(s). Subsequently, these Resolution(s) are noted in the Meeting held after the date on which the Circular
Resolution(s) is/are passed by the Members.
75% 4 4 100%
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The Committee met four times during the year under review on 27th May, 2022, 4th August, 2022, 10th November, 2022 and
9th February, 2023. The attendance at the Meetings was as under:
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Stakeholders Relationship Committee Attendance
E.
1 2 3 4
Held
27th 4th 10th 9th % of attendance
May, August, November, February, of a Member
Mr. Haigreve Khaitan (Chairman)

2022
Hybrid

2022
Physical

2022
Hybrid

2023
Physical

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4 4 100%
Mr. Anand G. Mahindra   4 4 100%

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Dr. Vishakha N. Desai   4 4 100%
Mr. Muthiah Murugappan* N.A.   3 3 100%
Dr. Anish Shah**  N.A. N.A. N.A. 1 1 100%

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% of attendance at a Meeting 100% 100% 100% 100%

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* Appointed as Member of the Committee with effect from 28th May,2022.

** Ceased as Member of the Committee with effect from 28th May, 2022.
* Appointed as Member of the Committee with effect from 28th May, 2022.
** Ceased as Member of the Committee with effect from 28th May, 2022.
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STAKEHOLDERS RELATIONSHIP COMMITTEE REPORT FOR THE YEAR ENDED 31ST MARCH, 2023
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Reviewed compliances related to Share Transfer Agent activities of KFin Technologies Limited and Investor Related Compliances Q
Review of Investor Grievances Q
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Approved issuance of new share certificate for transfer of shares to Investor Education and Protection Fund (IEPF), approved transfer A
of shares to IEPF and related matters
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Reviewed measures taken for effective exercise of voting rights by shareholders P

Reviewed various initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of P
dividend warrants/ annual reports/ statutory notices by the shareholders of the Company
Reviewed adherence to the service standards adopted by the Company in respect of various services being rendered by the Registrar P
& Share Transfer Agent (RTA)
Noted release of shares from Mahindra & Mahindra Limited - Unclaimed Securities Suspense Account P
Noted status of Legal Case(s) pertaining to shares Q
Took note of status of various accounts relating to payment of investor dues Q
Took note of the annual audit report submitted by the independent auditors on the annual internal audit conducted on the RTA A
operations as mandated by SEBI

Approved issue of Duplicate Share Certificates E
Status of Debentures and Commercial Papers Q
Allotment of Shares pursuant to merger E
Frequency A Annual Q Quarterly P Periodically E Event Based
Details of Shareholders’/ Investors’ Complaints: Key Terms of Reference of the Committee:

During the Financial Year ended 31 March, 2023, 34 st
The Corporate Social Responsibility (“CSR”) Committee
complaints were received from shareholders, all of which is a Committee constituted by the Board with powers,
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have been attended/resolved to the satisfaction of the inter alia, to make contributions to Charitable and/or CSR
Shareholders. As of date, there are no pending complaints projects or programs to be implemented directly through
pertaining to the year under review. its ESOPs (Employee Social Options) programme or through
Trend of Complaints and Number of Shareholders during last implementing partners which include a company established
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5 years: under section 8 of the Act or a registered public trust or a
registered society exempted or registered and approved under
E.
Financial Year 2018-19 2019-20 2020-21 2021-22 2022-23
Income Tax Act, 1961 established by the company or company
Total No. of 47 29 11 30 34 established under section 8 of the Act or a registered trust or
Complaints received
and resolved
No. of Shareholders
as on 31st March
3,54,817 4,22,292 4,44,755 6,32,821 6,47,146
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a registered society established by the Central Government or
State Government or any entity established under an Act of
Parliament or a State legislature or a registered public trust
or a registered society exempted or registered and approved
and having an established track record of at least three years
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50 700000
45
in undertaking similar activities, of at least two percent of the
40 600000
Number of Shareholders
Company’s average net profits during the three immediately

Number of Complaints
35 22
30
11
500000 preceding Financial Years in pursuance of its CSR Policy for
6
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25
the Company’s CSR Initiatives.
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20 14 400000
15
20 17
10 9
19
300000 The scope of functions of the Committee inter alia include,
5
5
5 6 5 7 formulation and recommendation to the Board, an Annual
1 4
Action Plan in pursuance of CSR Policy of the Company
0 200000
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2018-19 2019-20 2020-21 2021-22 2022-23
Non receipt of Dividend Non receipt of share certificate

including CSR projects or programmes that are approved
Others Total No. of shareholders to be undertaken, manner of execution of such projects
or programmes, modalities of utilisation of funds and
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Your Company has taken adequate measures to resolve implementation schedule(s), monitoring and reporting
the complaints of the shareholders. In order to expedite
mechanism, need and impact assessment, if any, for the
the process of redressal of shareholders’ grievances, the
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projects undertaken by the Company, recommendation of the

Company has introduced an escalation matrix, which can
be accessed at https://www.mahindra.com/investor-relations/ amount of expenditure to be incurred on the CSR activities
policies-and-documents. as enumerated in Schedule VII of the Act and also referred
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to in the CSR Policy of the Company, as also to monitor the

D. Corporate Social Responsibility Committee CSR Policy from time to time, etc.
Dr. Vishakha N. Desai, Independent Director is the Chairperson During the year under review, the terms of reference of the
of the Committee. Mr. Anand G. Mahindra, Dr. Anish Shah, Committee were amended pursuant to the commitment
Mr. Vikram Singh Mehta and Mr. Muthiah Murugappan are of the Company towards sustainable business practices
the other Members of the Committee. Out of the total and the increasing adaptability of Environment, Social and
number of Members of the Committee, three Members are Governance (ESG) framework by all companies. The amended
Independent Directors. terms of reference inter alia include the following:
• Recommend to the Board, the Company’s overall general deletions/additions/new ESG /Sustainability policies to
strategy with respect to Environment, Social and the Board for its approval;
Governance (“ESG”) matters; • Ensure compliance in relation to the policies created
• Ensure ESG and social considerations in the Company’s for or linked to the 9 key principles of the ‘National
business operations and build a culture of Sustainable Voluntary Guidelines on Social, Environmental and
Business; Economic Responsibilities of Business’;
• Ensure compliance with the Sustainability initiatives • Ensure in concurrence with the Risk Management
by Regulators including but not limited to Business Committee that the ESG risks pertaining to the Company
Responsibility Report/Business Responsibility and are minimal and effectively managed.
Sustainability Report and recommend the same to the The CSR Policy of your Company, in alignment with the
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Board; CSR provisions is available on the website of the Company
• Monitor and ensure the effective implementation of and can be accessed in the Governance section at the
ESG policies of the Company and recommend changes/ https://www.mahindra.com/investor-relations/policies-and-
documents.
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E.
60% 5 3 100%
Independence Members Meetings
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The Committee met 3 times during the year under review on 27th May, 2022, 10th November, 2022 and 14th March, 2023. The
Attendance
attendance at the Meetings was as under:

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Corporate Social Responsibility Committee Attendance
1 2 3
Held
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27th 10th 14th % of attendance of

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May, November, March, a Member

Year
2022 2022 2023
Hybrid Hybrid Hybrid
Dr. Vishakha N. Desai (Chairperson) 3 3 100%
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Mr. Anand G. Mahindra  3 3 100%
Dr. Anish Shah    3 3 100%
Mr. Vikram Singh Mehta  3 3

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100%
Mr. Muthiah Murugappan   3 3 100%
% of attendance at a Meeting 100% 100% 100%

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CSR COMMITTEE REPORT FOR THE YEAR ENDED 31ST MARCH, 2023:
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Considered and recommended to the Board, Business Responsibility Report and Corporate Social Responsibility Report of the Company A
for approval and inclusion in the Annual Report of the Company
Noted the enlarged scope of the Committee which includes Environment, Social and Governance (ESG) related matters considering the E
commitment of the Company towards sustainable business practices and the increasing adaptability of ESG framework by all companies.
Reviewed the Company’s Business Responsibility and sustainability Performance, the projects and programs under Corporate Social P
Responsibility Projects of the Company, status of utilization of fund(s) by the Implementing Agencies for the Financial Year
Considered and approved the CSR Projects for the Financial Year and recommended the same to the Board A / E
Considered and approved revised CSR Budget for the Financial Year and amendment to the Annual Action Plan for the Financial Year A / E
and recommended the same to the Board
Considered and approved amendment in the CSR Policy of the Company and recommended the same to the Board A / E
Noted the amendments and clarification issued by Ministry of Corporate Affairs (MCA) in the CSR Provisions from time to time E
Considered and recommended to the Board Annual Action Plan of the Company for the next financial year A
Noted the Status of the Impact Assessment Studies for the Projects qualifying for Impact Assessment for the Financial Year P
Frequency A Annually P Periodically E Event based
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E. Risk Management Committee
Regulation 21 of the Listing Regulations mandates constitution b. Measures for risk mitigation including systems and
of the Risk Management Committee. The Committee is required processes for internal control of identified risks; and
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to lay down the procedures to inform the Board about the risk c. Business continuity plan.
assessment and minimisation procedures and the Board shall be
E.
responsible for framing, implementing and monitoring the Risk 2. Ensuring that appropriate methodology, processes and
Management Plan of the Company. The Board has constituted a systems are in place to monitor and evaluate risks
Risk Management Committee (‘RMC’). The Committee is chaired associated with the business of the Company.
by Mr. T. N. Manoharan. The other Members are Dr. Anish Shah,
Ms. Shikha Sharma, Mr. Rajesh Jejurikar, Mr. Vikram Singh Mehta
and Mr. Haigreve Khaitan.
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3. Monitoring and overseeing implementation of the risk
management policy, including evaluating the adequacy
of risk management systems.
During the year, Mr. T. N. Manoharan was appointed as
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Chairman of the Committee with effect from 28th May, 2022 4. Periodically reviewing the risk management policy
and Dr. Anish Shah ceased to be Chairman of the Committee (at least once in two years) including by considering
with effect from that date and continues as a Member. the changing industry dynamics and evolving
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complexity.
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The terms of the reference of RMC are wide and are in line 5. Keeping the Board of Directors informed about the
with the regulatory requirements of the Listing Regulations nature and content of its discussions, recommendations
and inter alia include: and actions to be taken.
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1. Formulation of a detailed risk management policy which 6. Reviewing the appointment, removal and terms of
shall include: remuneration of the Chief Risk Officer (if any).
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a. Framework for identification of internal and external

risks specifically faced by the listed entity, in particular Apart from the Meetings, Circular Resolution(s) are also
including financial, operational, sectoral, sustainability passed by the Members. Subsequently, these Circular
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(particularly, ESG related risks), information, cyber Resolution(s) are noted in the Meeting held after the date
security risks or any other risk as may be determined on which the Circular Resolution(s) are passed by the
by RMC; Members.
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67% 6 3 100%
The Committee met thrice during the year under review on 4th August, 2022, 10th November, 2022 and 14th March, 2023. The
attendance at the Meetings was as under:
Risk Management Committee Attendance

1 2 3
Held
4th 10th 14th % of attendance of
August, November, March, a Member
Year
2022 2022 2023
Hybrid Physical Hybrid
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Mr. T. N. Manoharan* (Chairman)    3 3 100%
Dr. Anish Shah**    3 3 100%
Mr. Rajesh Jejurikar    3 3 100%
Ms. Shikha Sharma 3 3
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 100%
Mr. Vikram Singh Mehta   3 3 100%
E.
Mr. Haigreve Khaitan    3 3 100%
% of attendance at a Meeting 100% 100% 100%
Attended through Video Conference 

* Appointed as Chairman of the Committee with effect from
Leave of Absence
28th May,
2022.

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Attended in-person
** Ceased to be Chairman of the Committee with effect from 28th May, 2022 and continues to be a Member.
RISK MANAGEMENT COMMITTEE REPORT FOR THE YEAR ENDED 31ST MARCH, 2023
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Considered and approved the appointment and the terms of remuneration of Chief Risk Officer of the Company E
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Reviewed various Risks emerging from Russia & Ukraine war & China -Taiwan Escalation - Impact on AFS, Supplies, Business entity risk E
scorecard, Portfolio risk scorecard, Discussion on unknown risks, Macro-economic & Global Scenario, frontier risk, etc.
Reviewed the Risk Management Policy (Enterprises Risk Management Policy) of the Company and Proposed Enterprises Risk E
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Management framework of the Company and suggested changes to be incorporated therein
Reviewed the Risk Certificate covering risk management measures and controls and made recommendation to the Audit Committee P
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and the Board
Reviewed the Risk Management Report, Risk Mitigation Measures as prescribed under the Risk Management Policy alongwith Extreme P
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Risks their impact, likelihood and exposure and presented the same to the Audit Committee and the Board
Reviewed the risks for the financial year and presented the same to the Audit Committee and the Board A / P
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Frequency A Annually P Periodically E Event based
F. Strategic Investment Committee (A voluntary initiative of your Company)

The Strategic Investment Committee is a voluntary Committee of your Company and Mr. Anand G. Mahindra is the Chairman of
the Committee. Mr. Vikram Singh Mehta, Mr. T. N. Manoharan, Ms. Shikha Sharma and Mr. Vijay Kumar Sharma are other Members
of the Committee. Apart from the Committee Members, the Committee Meetings are also invariably attended by the other
Directors as Invitees.

This Committee is constituted by the Board with powers, inter alia, to evaluate, scrutinize and consider all proposals for funding
including but not limited to making Investment in, providing Loan to, providing Guarantee for any Subsidiary, Associate, Joint
Venture, Trust, Entity, any other company or Body Corporate, business acquisitions where Cumulative exposure in such entity
is above the specified threshold and make appropriate recommendations to the Board, Operation reviews for such Subsidiary,
Associate, Joint Venture, Trust, Entity, any other company or Body Corporate, Evaluate, scrutinise and approve disinvestments
(total or partial) / exit from such Subsidiary, Associate, Joint Venture, Trust, Entity, any other company or Body Corporate,
approve Merger or De-Merger or Arrangement within Group companies as specified, approve entry into new industries (greenfield,
acquisition of majority stake or path to majority), etc.
Apart from the Meetings, Circular Resolution(s) are also passed by the Members. Subsequently, these Resolution(s) are noted in
the Meeting held after the date on which the Circular Resolution(s) are passed by the Members.
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60% 5 5 96%
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The Committee met five times during the year under review on 27th May, 2022, 4th August, 2022, 10th November, 2022,
E.
9th February, 2023 and 14th March, 2023. The attendance at the Meetings was as under:
Strategic Investment Committee Attendance
Name of the Members

1
27th
2
4th
3
10th
4
9th
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14th
Held
during Attended
% of attendance
of a Member
May, August, November, February, March, the year
2022 2022 2022 2023 2023
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Hybrid Hybrid Hybrid Physical Hybrid
Mr. Anand G. Mahindra (Chairman)    5 5 100%
Mr. T. N. Manoharan      5 5 100%

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Ms. Shikha Sharma 5 5

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  100%
Mr. Vijay Kumar Sharma   5 4 80%
% of attendance at a Meeting 100% 100% 100% 80% 100%

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STRATEGIC INVESTMENT COMMITTEE REPORT FOR THE YEAR ENDED 31ST MARCH, 2023
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Considered, reviewed and approved significant investments/funding to be made by the Company and taking note of outstanding debt, Q / E
if any, and recommended the same to the Board
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Noted business updates from various subsidiaries, restructuring within certain group companies, approved shares exchange/swap, Q / E
dilution of stake, transfer of Assets and/or business/hiving off, entering into new line of business, etc. and made suitable recommendation
to the Board as and when required
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Monitored and reviewed the existing investments in subsidiaries, joint ventures and other group entities including overseeing the Q / P
performance of various sectors/companies
Considered and reviewed proposed divestments in certain subsidiaries, joint ventures and other group entities and made suitable E
recommendations to the Board
Frequency Q Quarterly P Periodically E Event based
V. SUBSIDIARY COMPANIES Company and can be accessed in the Governance section at the
Web-link https://www.mahindra.com/investor-relations/policies-
Regulation 16 of the Listing Regulations defines a “material and-documents.
subsidiary” to mean a subsidiary, whose income or net worth
exceeds ten percent of the consolidated income or net B. Policy on Materiality of and Dealing with
worth respectively, of the listed entity and its subsidiaries in Related Party Transactions
the immediately preceding accounting year. Your Company has formulated a Policy on Materiality of
Under this definition, Mahindra & Mahindra Financial and Dealing with Related Party Transactions (“RPT Policy”)
Services Limited (MMFSL) (Listed) is a material subsidiary which specifies the manner of entering into related party
of the Company, formed on 1st January, 1991 at Mumbai. transactions. Subsequent to the year end, the RPT Policy was
reviewed and amended with a view to make it more elaborate
Further, M/s. Deloitte Haskins & Sells, Chartered Accountants
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specifically in view of the changes in the coverage of the
(ICAI Firm Registration No. 117365W) and M/s. Mukund
related party transactions with effect from 1st April, 2023.
M. Chitale & Co., Chartered Accountants (ICAI Firm
Registration No. 106655W) are the Joint Statutory Auditors The updated RPT Policy has also been posted on the website
of MMFSL, appointed for a period of 2 (two) consecutive years, of the Company and can be accessed in the Governance
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to hold office from conclusion of the 32nd AGM of MMFSL section at the Web-link https://www.mahindra.com/investor-
held on 28th July, 2022 till conclusion of the 34th AGM of relations/policies-and-documents.
E.
MMFSL to be held in the year 2024.
C. D
isclosure of Transactions with Related
The subsidiaries of the Company function independently, with Parties
an adequately empowered Board of Directors and adequate
resources. For more effective governance, the minutes of
Board Meetings of subsidiaries of the Company are placed
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During the Financial Year 2022-23, there were no materially
significant transactions or arrangements entered into between
the Company and its Promoters, Directors or their Relatives
before the Board of Directors of the Company for their
or the Management, Subsidiaries, etc. that may have potential
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review at every quarterly Meeting.
conflict with the interests of the Company at large. Further,
In addition to the above, Regulation 24 of the Listing details of related party transactions are presented in Note
Regulations requires that at least one Independent Director No.39 to Annual Accounts in the Annual Report.
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on the Board of Directors of the listed entity shall be a In addition to the above and as required under the Listing
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Director on the Board of Directors of an unlisted material Regulations, the Company is in compliance with the
subsidiary, whether incorporated in India or not. For the Accounting Standards on related party disclosures, has been
purpose of this provision, material subsidiary means a submitting disclosures of related party transactions to the
subsidiary, whose income or net worth exceeds twenty Stock Exchanges in the prescribed format from time to time
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percent of the consolidated income or net worth respectively, and also publishing it on the website of the Company.
of the listed entity and its subsidiaries in the immediately
preceding accounting year. D. D
isclosure of Accounting Treatment in
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preparation of Financial Statements

There is no Subsidiary which falls under this definition of
The financial statements have been prepared in accordance
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unlisted material subsidiary for the financial year ended

31st March, 2023. with Indian Accounting Standards (“Ind AS“) as per the
Companies (Indian Accounting Standards) Rules, 2015 as
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The other requirements of Regulation 24 of the Listing amended and notified under section 133 of the Act and
Regulations with regard to Corporate Governance other relevant provisions of the Act.
requirements for Subsidiary Companies have been complied
with. E. C
ode for Prevention of Insider Trading
Practices
VI. DISCLOSURES The Company has formulated and adopted the ‘Code of
Practices and Procedures for Fair Disclosure of Unpublished
A. P
olicy for determining ‘material’ Price Sensitive Information’ which, inter alia, includes Policy
subsidiaries for determination of ‘Legitimate Purpose’ and ‘Code of
Your Company has formulated a Policy for determining Conduct for Prevention of Insider Trading in Securities of
‘Material’ Subsidiaries as defined in Regulation 16 of the Listing Mahindra & Mahindra Limited’ (“M&M Code of Conduct”) in
Regulations. This Policy has been posted on the website of the compliance with the Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015 (“Insider Direct complaints can also be raised with the Chairman of
Trading Regulations”). the Audit Committee through the third-party web portal
at the link mentioned above or by sending an email to
M&M Code of Conduct has been formulated to regulate, [email protected] or by sending a
monitor and ensure reporting of trading by the Designated letter to the below address:
Persons and their immediate relatives towards achieving
Chairperson of the Audit Committee,
compliance with the Insider Trading Regulations and is
designed to maintain the highest ethical standards of trading Mahindra Towers, Dr. G. M. Bhosale Marg,
in Securities of the Company by persons to whom it is P. K. Kurne Chowk, Worli,
applicable. The Code lays down Guidelines, which advise them Mumbai – 400 018.
on procedures to be followed and disclosures to be made, while The Whistle-blower Policy has an established reporting
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dealing with securities of the Company and caution them of mechanism for Stakeholders to report concerns about
the consequences of violations. Subsequent to the year end, unethical behaviour, actual or suspected fraud, or violation
the M&M Code of Conduct was amended to inter alia align it of the Code, including insider trading violations and reporting
with the Insider Trading Regulations and to restrict trading in instances of leak of Unpublished Price Sensitive Information
Derivative transactions in the Securities of the Company. by the employees. Under the Vigil Mechanism, the employees
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are encouraged to voice their concerns and all stakeholders
have been provided access to the Audit Committee through
F. Policy and procedure for inquiry in case of
E.
the Chairperson. No personnel have been denied access to the
leak/suspected leak of Unpublished Price Audit Committee. The Policy provides for adequate safeguards
Sensitive Information against victimization of persons who use the mechanism.
The Company has formulated the ‘Policy and procedure
for inquiry in case of leak / suspected leak of Unpublished
Price Sensitive Information’ (’UPSI’). The Policy is formulated
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The Whistle-blower Policy was updated during the year, the
details of which may be referred to in the Board’s Report.
During the course of the year the Vigil framework and
systems for timely and conclusive resolution of compliance
to maintain ethical standards in dealing with sensitive
concerns have been standardized and further strengthened.
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information of the Company by persons who have access to
UPSI. The rationale of the Policy is to strengthen the internal The Whistle-blower Policy of the Company is available on
control systems to ensure that UPSI is not communicated the website of the Company and can be accessed in the
to any person except in accordance with the Insider Trading Governance section at the Web-link https://www.mahindra.
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com/investor-relations/policies-and-documents.
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Regulations. The Policy also provides an investigation

procedure in case of leak/suspected leak of UPSI.
VII. MEANS OF COMMUNICATION
G. Whistle-blower Policy The Company recognizes the importance of two-way
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The Vigil Mechanism as envisaged in the Act and the communication with Shareholders and of giving a balanced
Rules prescribed thereunder and the Listing Regulations is reporting of results and progress. Full and timely disclosure
implemented through the Code of Conduct, Whistle-blower and of information regarding the Company’s financial position
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other Governance Policies and the Vigil Mechanism frameworks. and performance is an important part of your Company’s
corporate governance ethos.
The Company has taken adequate measures to create
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Your Company follows a robust process of communicating

awareness amongst its employees on the Code of Conduct
with its stakeholders, security holders and investors through
and Governance Policies through regular face to face/
multiple channels of communications such as dissemination
E‑learning sessions. The Company has provided a third-party
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of information on the website of the Stock Exchanges,

whistleblowing helpline service through an external service
Press Releases, the Annual Reports and uploading relevant
provider. The Ethics helpline service includes toll free number,
information on its website.
web portal access and e-mail facilities. This helpline serves
as platform under vigil mechanism for all stakeholders to Financial Results:
raise any concerns on unethical behaviour and provided by The unaudited quarterly results are announced within forty-
Convercent, a Global service provider. five days of the close of each quarter, other than the last
• Helpline No: 000 800 100 4175 quarter. The audited annual results are announced within
sixty days from the end of the financial year as required
The toll-free helpline number is available in English and
under the Listing Regulations. The aforesaid financial results
Multiple Languages.
are announced to the Stock Exchanges within the statutory
• Url: https://ethics.mahindra.com/ is available in 5 prominent time period from the conclusion of the Board Meeting(s) at
languages (Tamil, Telugu, Spanish, English, Hindi). which these are considered and approved.
Other Information: Analyst/Institutional Investors Presentations

Your Company discloses to the Stock Exchanges, all The Company hosts calls with institutional investors/analyst
information required to be disclosed under Regulation 30 post quarterly/half-yearly and the audited financial results
read with Part ‘A’ and Part ‘B’ of Schedule III of the Listing are announced and on request. Presentations are also made
Regulations including material information having a bearing to international and domestic institutional investors and
on the performance/ operations of the Company and analysts. These presentations and other disclosures which
other price sensitive information. All information is filed are required to be disseminated are filed electronically with
electronically on the online portal of BSE Limited – Corporate the Stock Exchanges as well as uploaded on the Company’s
Compliance & Listing Centre (BSE Listing Centre) and on website viz.: https://www.mahindra.com and as per the
the online portals of National Stock Exchange of India Archival Policy of the Company, would be hosted on the
Limited – NSE’s Electronic Application Processing System website for a minimum period of five years from the date of
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(NEAPS). The information to the Stock Exchanges located respective disclosures. In addition to the above, the Company
outside India is filed through electronic means or other also uploads transcripts of post earnings/quarterly calls and
permissible means. Audio Visual recordings on the website of the Company.
The details of Investors/Analyst interactions held during the year under review are as follows:
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Investors/Analyst Interactions - FY 2022-23
E.
Particulars One on Conferences** Company Keynote address Total
one /Group /Non-Deal events*** at Investor
Number of Meetings
Interactions*
135
Roadshows
112
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Forums by Senior
Management
7 264
Number of Hours spent 135 112 15 7 269
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* Includes Plant/R&D centre visit, New Product launch, Dealer visit/test drive, specific events, etc.
** 25 Conferences
*** Includes quarterly earnings calls/analyst meet, specific events, etc.
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The Annual Report of the Company, the quarterly/half- Investors can submit their query in the option provided
yearly and the audited financial statements and the official on the above website, which would generate a reference
news releases of the Company are also disseminated on number. For accessing the status / response to the query
the Company’s website. The quarterly, half-yearly and submitted, the grievance reference number can be used at
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yearly results are also published in Free Press Journal / the option “Track your query” at the left-hand corner of
Business Standard and Sakal which are national and local above website. Investors can continue to put an additional
dailies respectively. These are not sent individually to the query, if any, relating to the grievance till they get a
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Shareholders. satisfactory reply.

Investors can provide their feedback on the services provided
FAQs for the Shareholders
by the Company and its Registrar and Transfer Agent by
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The Investor Relations page of the Company’s website filling the Shareholder Satisfaction Survey form available
provides more than 50 Frequently Asked Questions on in Investor Relations page on website of the Company at
the web link: https://www.mahindra.com/investor-relations/
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various topics related to transfers and transmissions of

shares, dematerialisation, nomination, change of address, reports.
loss of share certificates, dividend and sub-division of share
KPRISM Mobile service application by KFintech
certificates. In addition, various downloadable forms required
to be executed by the Shareholders have also been provided Members are requested to note that KFin Technologies
on the website of the Company viz. https://www.mahindra. Limited (KFintech) has a mobile application - KPRISM and
com/investor-relations/reports. a website https://kprism.kfintech.com for online service to
Members.
Investor Services Web-based Query Redressal System
Members can download the mobile application from play store,
Members may utilise the facility extended by the Registrar register themselves (one time) for availing host of services
and Transfer Agent for redressal of queries, by visiting https:// viz., view of consolidated portfolio serviced by KFintech,
ris.kfintech.com/clientservices/isc/InvestorGrievance.aspx. Dividend status, request for change of address, change/
update Bank Mandate. Through the Mobile app, members can During the live AGM, Members may post their queries in
download Annual Reports, standard forms and keep track the message box provided on the screen or may submit
of upcoming General Meetings and dividend disbursement. questions in advance on the email ID of the Company
In addition, members can also visit the Investor Service [email protected].
Center (ISC) webpage, https://ris.kfintech.com/clientservices/ In case of any query and/or help, in respect of
isc/default.aspx and get benefitted from the list of services
attending AGM through VC/OAVM, Members may Visit
that can be executed from the page like raising or tracking a
query, upload tax exemptions forms, view the Demat / Remat https://emeetings.kfintech.com (KFintech Website) or
request, check dividend status and download required ISR contact at [email protected] or Ms. Sheetal Doba,
forms and check KYC status for Physical Folios. Manager - Corporate Registry, KFintech at Selenium,
Tower B, Plot No. 31-32, Gachibowli, Financial District,
The mobile application would Nanakramguda, Hyderabad, Telangana – 500 032 or
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be available for download from at the email ID [email protected] or on phone No.:
Android Play Store. The Members 040-6716 1509 or call KFintech’s toll free No.:
may alternatively visit the link
1800-3094-001 for any further clarifications.
https://kprism.kfintech.com/app/ to
download the mobile application 1. 77th Annual General Meeting
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or scan the QR Code: Date : 4th August, 2023
Day : Friday
E.
Time : 3:00 p.m. (IST)
VIII. GENERAL SHAREHOLDER INFORMATION Venue : Meeting through VC/OAVM
Pursuant to General Circular No. 20/2020 issued by Ministry
of Corporate Affairs (‘MCA’) dated 5th May, 2020 read together
with MCA General Circular Nos. 14 & 17/2020 dated
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2. Financial Year of the Company
The financial year covers the period from 1st April to
31st March.
8th April, 2020 and 13th April, 2020 respectively read with
3. Date of Book Closure and Dividend Payment Date
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MCA General Circular No. 10/2022 dated 28th December,
2022, companies whose AGMs are due in the Year 2023 are Book Closure for Dividend will be from Saturday,
15th July, 2023 to Friday, 4th August, 2023, both days
allowed to conduct their AGM through video conferencing
inclusive and the Dividend would be paid/dispatched
(VC) or other audio visual means (OAVM) on or before
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after 4th August, 2023.

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30th September, 2023. Accordingly, your Company will be

conducting the AGM through VC/ OAVM facility. Members 4. Listing of Ordinary (Equity) Shares, Debentures on
can join the AGM in the VC/OAVM mode 30 minutes before Stock Exchanges and Stock Code
the scheduled time of the commencement of the Meeting Your Company’s Ordinary (Equity) Shares are listed
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by following the procedure mentioned in the Notice of AGM on BSE Limited (BSE) and National Stock Exchange
and this mode will be available throughout the proceedings of India Limited (NSE). The Global Depository Receipts
of the AGM. (GDRs) of your Company are listed on the Luxembourg
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In addition to conducting the AGM through VC/OAVM, the Stock Exchange and are also admitted for trading on
Company would also be providing one-way live webcast International Order Book (IOB) of the London Stock
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of the proceedings of the AGM. Members who are entitled Exchange. The requisite listing fees have been paid in full
to participate in the AGM can view the proceedings of to all these Stock Exchanges.
AGM by logging on the e-meetings website of KFintech at The Company’s privately placed Non-Convertible
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https://emeetings.kfintech.com using their secure login Debentures (NCDs) are listed on the Debt Segment
credentials. of BSE.
Ordinary (Equity) Shares and GDRs: Non-Convertible Debentures (NCDs)

International International
Name and Address of the Type of Security/ Securities Name and Address of the Type of Security/ Securities
Exchanges Scrip Code Identification Exchanges Scrip Code Identification
Number (ISIN) Number (ISIN)
BSE Limited Non-Convertible INE101A08070
BSE Limited Ordinary (Equity)
Phiroze Jeejeebhoy Towers, Debentures/
Phiroze Jeejeebhoy Towers, Shares/500520
Dalal Street, 949342/Scrip ID:
Dalal Street, Fort,
Fort, Mumbai – 400 001. 955MML2063
Mumbai – 400 001. INE101A01026
Non-Convertible INE101A08088
National Stock Exchange of India Ordinary (Equity) Debentures/
Limited, Shares/M&M 954977/Scrip ID:
Exchange Plaza, C-1, Block G, 757MML26
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Bandra-Kurla Complex, Non-Convertible INE101A08096*
Bandra (East), Mumbai – 400 051. Debentures/959445/
Scrip ID: 665MML23
Bourse de Luxembourg Global Depository Non-Convertible INE101A08104*
Society de la Bourse de Luxembourg, Receipts (GDRs) Debentures/
Societe Anonyme/R.C.B. 6222, 959446/Scrip ID:
B.P. 165, L-2011, Luxembourg. 678MML23
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USY541641194
Non-Convertible INE101A08112#
London Stock Exchange Plc, GDRs/MHID
Debentures/
10, Paternoster Square,
E.
959586/Scrip ID:
London – EC4M 7LS.
619MML25
* Subsequent to the year end, the NCDs having ISIN: INE101A08096 and
INE101A08104 were redeemed on 20th April, 2023 and 24th April, 2023
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respectively upon Maturity.
The Company has on 4th May, 2023 received Notices from all the Holders
for this series of NCDs exercising Put Option to redeem the NCDs as per
the terms and conditions of the issue. These NCDs would be redeemed
on 8th June, 2023 (being Put Option date) prior to Maturity along with
accrued Interest.
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5. List of all Credit Ratings obtained by the Company along with revisions for the FY 2022-23
The credit ratings obtained by the Company along with revisions, if any, thereto during the Financial Year 2022-23, for all
the debt instruments, fixed deposit programme, any scheme or proposal of the Company involving mobilisation of funds, in
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India or abroad are given below:

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Rating(s)
Instrument Details
CARE CRISIL ICRA India Ratings & Research
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Non-Convertible Debentures – CRISIL AAA/Stable [ICRA] AAA (Stable) IND AAA/Stable
Bank Facilities – Long Term CARE AAA; Stable CRISIL AAA/Stable [ICRA] AAA (Stable) IND AAA/Stable
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Bank Facilities – Short Term CARE A1+ CRISIL A1+ [ICRA] A1+ IND A1+
Commercial Paper (CP) – CRISIL A1+ – –

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During the year under review, credit ratings obtained by the Company for the Commercial Paper (“CP”) have been fully
withdrawn by ICRA on account of nil outstanding (due to maturity).
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The above ratings have been assigned/ affirmed/ re-affirmed by the Credit Rating Agencies for the financial year ended
31st March 2023.
6. Corporate Identity Number: L65990MH1945PLC004558

7. Registered Office Address
Mumbai – 400 001.
8. Stock Price Data:
Equity Shares GDRs GDRs
National Stock Exchange Luxembourg Stock

BSE Limited London Stock Exchange
Month of India Limited Exchange
High Low High Low High* Low* High Low
Rs. Rs. Rs. Rs. US$ US$ US$ US$
April, 2022 942.90 808.45 945.00 807.70 10.80 12.30 12.10 10.70
May, 2022 1,043.15 854.45 1,043.00 853.70 11.10 12.30 13.00 11.05
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June, 2022 1,121.00 972.90 1,121.45 972.65 12.50 13.50 13.80 12.45
July, 2022 1,192.55 1,064.75 1,195.00 1,064.00 13.60 14.80 14.75 13.35
August, 2022 1,314.80 1,186.30 1,315.00 1,184.25 15.40 16.20 16.35 15.35
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September, 2022 1,365.90 1,212.00 1,338.00 1,211.25 15.10 16.60 16.50 15.00
E.
October, 2022 1,358.90 1,196.30 1,358.50 1,196.50 14.90 16.30 16.30 14.80
November, 2022
December, 2022
1,366.30
1,317.50
1,201.65
1,206.05
1,366.55
1,316.95 LIN
1,202.00
1,208.00
14.80
14.80
16.50
15.90
16.70
15.95
14.90
14.70
January, 2023 1,384.95 1,231.00 1,385.50 1,231.00 16.90 14.90 16.95 15.05
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February, 2023 1,396.00 1,248.65 1,397.00 1,248.40 16.90 15.20 16.80 15.35
March, 2023 1,305.50 1,124.00 1,305.55 1,123.40 15.80 13.70 15.75 13.75
* Indicative
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9. Stock Performance
The performance of your Company’s shares relative to the S&P BSE Sensitive Index is given in the chart below:
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M&M on BSE S&P BSE Sensex

1500 64000
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1400 62000
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1300
60000
S&P BSE SENSEX
M&M ON BSE
1200
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58000
1100
56000
1000
54000
900
800 52000
700 50000
Apr 22 May 22 Jun 22 Jul 22 Aug 22 Sep 22 Oct 22 Nov 22 Dec 22 Jan 23 Feb 23 Mar 23
Closing Price on Last Trading day of the Month
The performance of your Company’s shares relative to the Nifty 50 Index is given in the chart below:
M&M on NSE NSE Nifty 50

1500 19000
1400
18000
1300
NSE Nifty 50
1200
M&M ON NSE
17000
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1100
16000
1000
900
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15000
800
E.
700 14000
Apr 22 May 22 Jun 22 Jul 22 Aug 22 Sep 22 Oct 22 Nov 22 Dec 22 Jan 23 Feb 23 Mar 23
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Closing Price on Last Trading day of the Month
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10. Registrar and Transfer Agents
KFin Technologies Limited
(Formerly known as KFin Technologies Private Limited)
Unit: Mahindra & Mahindra Limited
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Selenium, Tower B, Plot No. 31-32,

Gachibowli, Financial District,
Nanakramguda, Serilingampally,
Hyderabad, Rangareddi,
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Telangana - 500032, India

Tel. No. : +91 40 6716 2222
Email : [email protected]
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Website : www.kfintech.com
Toll Free No. : 1800 3094 001
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11. Share Transfer System

Trading in Ordinary (Equity) Shares of the Company through recognized Stock Exchanges is permitted only in dematerialised
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form.
The Stakeholders Relationship Committee meets as and when required to, inter alia, consider the issue of duplicate share
certificates and attend to Shareholders’ grievances, etc.
Pursuant to Regulation 40 of Listing Regulations, no requests for effecting transfer of securities have been processed
unless the securities are held in the dematerialised form with the depository with effect from 1st April, 2019. However,
this restriction shall not be applicable to request received for effecting transmission or transposition of physical shares.
Further, SEBI has mandated that securities shall be issued only in dematerialized mode while processing duplicate/unclaimed
suspense/ renewal / exchange / endorsement /sub-division/ consolidation/ transmission/transposition service requests
received from physical securities holders.
SEBI has also mandated furnishing of PAN, contact details, bank account details and nomination by holders of physical
securities. Further, SEBI has also directed RTAs to freeze folios wherein PAN, KYC details and Nomination are not available
on or after 1st October, 2023. The shareholders are requested to update their details with Company/RTA by submitting form
ISR 1 which is available on website of the Company viz. https://www.mahindra.com/investor-relations/reports.
The Shareholders holding shares in physical form are requested to get their shares dematerialised at the earliest to avoid any
inconvenience in future while transferring the shares. Shareholders are accordingly requested to get in touch with any Depository
Participant having registration with SEBI to open a Demat account to seek guidance in the demat procedure.
The Shareholders may also visit website of depositories viz. National Securities Depository Limited viz. https://nsdl.co.in/faqs/faq.php
or Central Depository Services (India) Limited viz. https://www.cdslindia.com/Investors/open-demat.html for further understanding
of the demat procedure.
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12. Distribution of Shareholding as on 31st March, 2023
Number of Shares held Number of Shareholders* Number of Shares held % of Shareholding
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1-100 5,65,326 1,21,14,432 0.97
101-500 70,104 1,59,55,580 1.28
E.
501-1,000 12,597 93,69,822 0.75
1,001-5,000 12,546 2,70,94,755 2.18
5,001-10,000
10,001-20,000
1,905
966
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1,34,84,239
1.08
1.09
20,001-30,000 336 82,00,545 0.66

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30,001-40,000 150 52,52,961 0.42
40,001-50,000 136 61,03,920 0.49
50,001-1,00,000 341 2,45,69,555 1.98

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1,00,001 and above 778 1,10,79,20,469 89.10
Total 6,65,185 1,24,35,28,831 100.00
* Without consolidating the folios on the basis of PAN

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13. Category-wise shareholding as of 31st March, 2023

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10.34%
Insurance Companies
8.01% 18.88%
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Individual Resident shareholders Promoters and Promoter Group
3.57%
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Others
14.68%
Mutual Funds
38.25%
Foreign Portfolio Investors 2.52%
(including FIIs & FPC's) GDR Holders
3.75%
Employee Benefit Trusts
14. Shareholders holding more than 1% of the shares as 16. Outstanding GDRs/ADRs/Warrants or any Convertible
on 31st March, 2023 Instruments, Conversion date and likely impact on
The details of Public shareholders holding more than 1% Equity
(PAN-based) of the equity as on 31st March, 2023 are as 3,13,49,492 GDRs constituting 2.52% of the paid-
follows: up Equity Share Capital were outstanding as on
31st March, 2023. Since the underlying Ordinary
Name of the Shareholders % of Shareholding No. of shares held (Equity) Shares represented by GDRs have been
allotted in full, the outstanding GDRs have no
Life Insurance Corporation of India 5.00% 6,21,30,470
impact on the Equity of the Company. There are no
SBI Nifty 50 ETF 3.74% 4,64,76,824
other convertible instruments outstanding as on
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31st March, 2023.
First Sentier Investors ICVC -
Stewart Investors Asia Pacific Leaders 3.31% 4,11,26,829
Sustainability Fund 17.
Commodity price risk or Foreign Exchange Risk &
2.52% 3,13,49,492
hedging activities
JP Morgan Chase Bank, NA
The Commodity prices in the Financial Year 2022-23 were
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HDFC Trustee Company Limited -
HDFC Flexi Cap Fund
2.08% 2,58,17,265 volatile. In the first quarter steel prices rose sharply due
to supply concerns caused by Russia-Ukraine conflict.
E.
Government of Singapore 1.79% 2,23,14,993
However, from June 2022 onwards, prices softened on
ICICI Prudential Balanced
1.78% 2,21,95,622
account of easing supply concerns and weak economic
Advantage Fund
outlook due to interest rate increases by major Central
Government Pension Fund Global
Axis Mutual Fund Trustee Limited

1.58%
1.35%
1,96,58,298
1,67,53,408
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Banks. Additionally, there was pressure on Indian steel
prices due to levy of export duties on key raw materials
and products. Subsequently, from December, 2022,
A/C Axis Mutual Fund
onwards, prices firmed up due to expectations of demand
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NPS Trust A/C - HDFC Pension
1.29% 1,60,82,069
Management Company Limited growth driven by withdrawal of zero-Covid policy by
ICICI Prudential Life Insurance
1.28%
Chinese Government and removal of export duties by
1,58,90,466
Company Limited
Indian Government. Your Company stayed focused on
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Kuwait Investment Authority Fund 601 1.23% 1,52,71,056 cost reduction through measures like VA/VE, negotiation
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with suppliers, long term price contracting, etc.

UTI - Nifty Exchange Traded Fund 1.11% 1,37,87,807
Your Company continues to watch the market situation
Vanguard Emerging Markets
1.03% 1,28,65,010 closely and continues to focus on mitigating commodity
Stock Index Fund, A SERI
price volatility through “Commodity Risk Management”.
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Hedging of currencies and commodities are being

15. Dematerialisation of Shares and Liquidity governed in accordance with the Foreign Exchange Risk
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Management Policy and Commodity Risk Management

99.67% of the paid-up Ordinary (Equity) Share Capital Policy, approved by the Board of Directors of your
of your Company is held in a dematerialised form with Company.
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National Securities Depository Limited and Central

The details of Foreign Exchange hedging activities
Depository Services (India) Limited as on 31st March, undertaken by the Company are disclosed in Note No. 38
2023. The market lot of the Share of your Company is
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to the Annual Accounts of the Annual Report.

one Share, as the trading in the Equity Share of your
Disclosures regarding commodity price risk and hedging
Company is permitted only in dematerialised form. The activities, the details of exposure of the Company to
Non-Promoters’ holding as on 31st March, 2023 is around material commodities and risks faced by it throughout
81.12% and the stock is highly liquid. the year as mandated by Regulation 34(3) read with
clause 9(n) of Part C of Schedule V of the Listing
99.56% 99.59% 99.67% Regulations and SEBI Circular No. SEBI/HO/CFD/CMD1/
2021
0.44% 2022
0.41% 2023
0.33% CIR/P/2018/0000000141 dated 15th November, 2018,
are as follows:
(a) Total exposure of the listed entity to commodities in

Dematerialized Physical
INR: Rs. 12,959 crores
(b) Exposure of the listed entity to various commodities:
Exposure towards
% of such exposure hedged through commodity
the particular
F23 Exposure in derivatives
commodity
Quantity terms
Commodity Name
(Rs crores)* towards the particular Domestic market International market Total
commodity (tons)# (LME)
OTC Exchange OTC Exchange
Flat Steel (Sheet Metal) 6,139 8,80,502 Nil Nil Nil Nil Nil
Casting 3,298 6,05,259 Nil Nil Nil Nil Nil
Alloy Steel (Forging) 3,522 4,50,262 Nil Nil Nil Nil Nil
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* As per average prices of FY23
# As per Actual F23 Volumes
(c) Commodity risks faced by the listed entity during New Delhi: Bengaluru:
the year and how they have been managed: KFin Technologies Limited, KFin Technologies Limited,
The commodity risks on above commodities are 305 New Delhi House, No. 35, Puttanna Road,
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mitigated through close monitoring of commodity 27 Barakhamba Road, Basavanagudi,
movements and mitigation measures like value New Delhi - 110001. Bengaluru - 560004.
E.
engineering yielding significant cost reduction.
Kolkata: Chennai:
18. Plant Locations KFin Technologies Limited, KFin Technologies Limited,
Your Company’s manufacturing facilities are located at
Kandivali, Nashik, Igatpuri, Nagpur, Chakan, Zaheerabad,
Jaipur, Rudrapur, Haridwar, Mohali, Pithampur and
Bengaluru.
LIN 2/1 Russel Street, 4th Floor,
Kankaria Centre,
Kolkata - 700016.
9th Floor, Capital Towers,
180, Kodambakkam High Road,
Nungambakkam,
Chennai - 600034.
Your Company has also designated [email protected]
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19. Address for correspondence as an exclusive email ID for Investors for the purpose of
Shareholders may correspond with the Registrar and registering complaints and the same has been displayed
Transfer Agents at: on the Company’s website. KFin Technologies Limited
KFin Technologies Limited also acts as Registrar and Transfer Agents for the Listed
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(Formerly known as KFin Technologies Private Limited) Non-Convertible Debentures of the Company.
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Unit: Mahindra & Mahindra Limited Security holders would have to correspond with the
Selenium, Tower B, Plot No. 31-32, respective Depository Participants for Securities held in
Gachibowli, Financial District, demateralised form for transfer/transmission of Shares,
Nanakramguda, Serilingampally, change of Address, change in Bank details, etc.
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Hyderabad, Rangareddi, For all investor related matters, the Company Secretary &
Telangana - 500032, India. Compliance Officer can also be contacted at:
Tel. No. : +91 40 6716 2222
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Mahindra Towers,
Email : [email protected] 2nd Floor, Dr. G. M. Bhosale Marg,
Website : www.kfintech.com Worli, Mumbai - 400 018.
Toll Free No. : 1800 3094 001
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Tel. No. : +91 22 2490 5812 / 2491 7029

for all matters relating to transmission/ dematerialisation of Email: [email protected]
shares, payment of dividend and any other query relating to Your Company can also be visited at its website:
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Equity Shares of your Company. https://www.mahindra.com.

Other Service Centers of KFin Technologies Limited 20.
Name and Address for correspondence with
for investors: Debenture Trustee
Axis Trustee Services Limited
Mumbai: Pune:
The Ruby, 2nd Floor,
KFin Technologies Limited, KFin Technologies Limited,
SW, 29 Senapati Bapat Marg,
6/8, Ground Floor, Office # 207-210, second Dadar West,
Crossely House, Near BSE floor, Kamla Arcade, Mumbai - 400 028.
(Bombay Stock Exchange), JM Road, Opposite Tel. No. : +91 22 6230 0451
Next to Union Bank, Fort, Balgandharva, Shivaji Nagar, E-mail : [email protected]
Mumbai - 400001. Pune - 411005. [email protected]
21.
Disclosures with respect to Demat Suspense 24.
Unclaimed Dividend and shares transferred to
Account/Unclaimed Suspense Account: Investor Education and Protection Fund (“IEPF”)
In terms of Regulation 39 of the Listing Regulations, In accordance with the provisions of sections 124 and
the Company reports the following details in respect of 125 of the Act and Investor Education and Protection
Fund (Accounting, Audit, Transfer and Refund) Rules,
equity shares lying in the suspense account:
2016 (“IEPF Rules”), dividends which remain unpaid or
Number unclaimed for a period of seven years from the date
Number of of transfer to the Unpaid Dividend Account shall be
Particulars of Equity
Shareholders transferred by the Company to the Investor Education
Shares
and Protection Fund (“IEPF”).
Aggregate Number of Shareholders and the 2,457 5,59,986
The IEPF Rules mandate companies to transfer all shares
outstanding shares in the Suspense Account
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in respect of which dividend has not been paid or claimed
lying as on 1st April, 2022
for seven consecutive years or more in the name of IEPF.
Less: Number of Shareholders whose 33 27,276 The Members whose dividend/ shares are transferred to
shares were transferred from suspense the IEPF Authority can claim their shares/dividend from the
account during the year IEPF Authority following the procedure prescribed in the
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IEPF Rules.
Aggregate number of Shareholders and 2,424 5,32,710 In accordance with the said IEPF Rules and its
E.
the outstanding shares in the suspense amendments, the Company had sent notices to all the
account lying as on 31st March, 2023 Shareholders whose shares were due for transfer to the
IEPF Authority and simultaneously published newspaper
The voting rights on the shares in the suspense account
shall remain frozen till the rightful owners claim the
shares.
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advertisement.
e details of Dividend remitted to IEPF during the
Th
year:
22.
Management Discussion and Analysis Report
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Financial Year Dividend Amount Date of transfer to
Management Discussion and Analysis Report forms part declared on transferred to IEPF
IEPF
of this Annual Report.
(in Rs.)
23. Details of non-compliance, etc. 2014-15 7th August, 2015 2,20,46,088.00 26th September, 2022
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Your Company has complied with all the requirements

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2021-22* 5th August, 2022 2,41,16,981.20 8th August, 2022

of regulatory authorities. During the last three years, * Dividend on shares which are transferred to IEPF.
there were no instances of non-compliance by the
25. Shares transferred/ credited to IEPF
Company and no penalty or strictures were imposed on
the Company by the Stock Exchanges or SEBI or any During the year 2022-23, the Company transferred
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statutory authority, on any matter related to the capital 1,17,855 Ordinary (Equity) Shares to IEPF Authority
markets. The Company has also complied with the corresponding to unclaimed dividend for the year 2014-
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requirements of Corporate Governance Report of Paras 15. The IEPF Authority holds 25,67,983 Ordinary (Equity)
(2) to (10) mentioned in Part ‘C’ of Schedule V of the Shares in the Company as on 31st March, 2023.
Listing Regulations and disclosed necessary information
Pursuant to IEPF Rules, given below are the details of
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as specified in Regulation 17 to 27 and Regulation

46(2) (b) to (i) and (t) of the Listing Regulations in the Ordinary (Equity) Shares transferred to and released from
respective places in this Report. IEPF Authority:
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Particulars Number of shares transferred

to / released from IEPF
Transferred to IEPF during the year 2017-18 11,00,234
Bonus shares credited to IEPF on 26-12-2017 11,00,234
Total number of shares held by IEPF as on 31st March, 2018 22,00,468
Transferred to IEPF during the year 2018-19 61,352

Particulars Number of shares transferred

to / released from IEPF
Released from IEPF during the year 2019-20 31,012
Transferred to IEPF on 8th April, 2020 30
Total number of shares held by IEPF as on 8th April, 2020 22,92,917
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Transferred to IEPF during the year 2021-22 1,20,649
E.
Transferred to IEPF during the year 2022-23
Released from IEPF during the year 2022-23

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7,738

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The voting rights on these shares shall remain frozen until the rightful owner claims the shares.
The Company has appointed a Nodal Officer under the provisions of IEPF Rules, the details of which are available on the
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website of the Company https://www.mahindra.com/contact-us.

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Further, the Company has also appointed Deputy Nodal Officers to assist the Nodal Officer to, inter alia, verify the claim(s)
and co-ordinate with the IEPF Authority.
The Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 31st March, 2022
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on the Company’s website at the web link: https://www.mahindra.com/investor-relations/regulatory-filings and on the website
of the Ministry of Corporate Affairs at https://www.iepf.gov.in/content/iepf/global/master/Home/Home.html.
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The following table provides dates on which unclaimed dividend and their corresponding shares would become liable to be
transferred to the IEPF:
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Amount (Rs.)
Year Date of declaration of dividend Due date for transfer to IEPF
(As on 31st March, 2023)
2015-16 10th August, 2016 9th September, 2023 3,11,17,860.00

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2016-17 4th August, 2017 3rd September, 2024 2,99,54,535.00
2019-20 7th August, 2020 7th September, 2027 80,70,899.95
2020-21 6 August, 2021

th
7 September, 2028
th
2,07,87,190.25

IX. OTHER DISCLOSURES Company as on 31st March, 2023 have been debarred
or disqualified from being appointed or continuing
1. Compliance with Mandatory requirements as Director of companies by the Board/ Ministry of
Your Company has complied with all the mandatory Corporate Affairs or any such Statutory Authority, is
requirements of the Listing Regulations relating to annexed at the end of this Report.
Corporate Governance.
7.
Disclosure in relation to the Sexual Harassment
2.Compliance with Non-mandatory requirements: of Women at Workplace (Prevention, Prohibition
(a) Separate posts of Chairman and CEO and Redressal) Act, 2013 for the Financial
Your Company has separate posts of Chairman and CEO. Year 2022-23 is as under:
Whilst Mr. Anand G. Mahindra is the Chairman, Dr. Anish (a) Number of complaints filed during
Shah is the Managing Director and Chief Executive the financial year under review :9
Officer of the Company.
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(b) Number of complaints disposed of
(b) Office for Non-Executive Chairman during the financial year under review :9
Mr. Anand G. Mahindra, Chairman of the Company is
entitled to maintain a full- fledged office including staff, (c) Number of complaints pending as
appropriate security, etc., the expense of which is borne on end of the financial year :0
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by the Company.
8. Particulars of loans/advances/investments pursuant
(c) Unmodified Audit Opinion to Para A of Schedule V of the Listing Regulations:
E.
During the year under review, there is no audit The particulars of loans/advances/investments required
qualification in your Company’s standalone financial to be disclosed pursuant to Para A of Schedule V of
statements. Your Company continues to adopt best the Listing Regulations are furnished separately in the
practices to ensure regime of financial statements
with unmodified audit qualifications.
3. Details of utilisation of funds of Preferential Allotment/
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9.
Board’s Report and forms part of this Annual Report.
Disclosure of Loans and advances in the nature
of loans to firms/companies in which directors are
QIP
interested by name and amount:
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The Company has not raised funds through Preferential
Allotment/QIP during the year under review. The Loans and advances in the nature of loans to firms/
companies in which directors are interested are disclosed
4. Total fees for all services paid to the Statutory Auditors separately in the Board’s Report and forms part of this
by the Company and its Subsidiaries for the Financial Annual Report.
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Year 2022-23
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Total fees paid by the Company and its Subsidiaries on a 10. Directors and Officers Liability Insurance:
consolidated basis, to the Statutory Auditor viz. B S R & As per the provisions of the Act and in compliance
Co. LLP, Chartered Accountants, Firm Registration No. with Regulation 25(10) of the Listing Regulations, the
101248W/W-100022 and all entities in the network firm/ Company has taken a Directors and Officers Liability
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network entity of which the Statutory Auditors is a part, are Insurance (D&O) on behalf of all Directors including
as follows: Independent Directors and Officers of the Company
(Rs. in Crores) for indemnifying any of them against any personal
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Particulars Amount liability coming onto them whilst discharging fiduciary

responsibilites in relation to the Company.
Audit Fees (Including Limited Review Fees) 10.32
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Other Services 1.02 11.

Shareholding of Key Managerial Personnel of the
Company as on 31st March, 2023:
Reimbursement of expenses 0.36
The Shareholding of Key Managerial Personnel (“KMP”)
Total 11.70
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of your Company as on 31st March, 2023 is as follows:

5.
Disclosure in relation to recommendation made by
No. of Ordinary (Equity)
any Committee which was not accepted by the Board: Name of KMP
Shares held as on
% of
(alongwith their Designation) Shareholding
During the year under review, there were no such 31 March, 2023
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recommendations made by any Committee of the Board Dr. Anish Shah, Managing Director 1,88,882 0.0152%
that were mandatorily required and not accepted by the and Chief Executive Officer
Board. Mr. Rajesh Jejurikar, Executive 62,874 0.0051%
Director and CEO (Auto and Farm
6. Certificate from Company Secretary in Practice Sector)
regarding Non-Debarment and Non-Disqualification
Mr. Manoj Bhat, Group Chief Nil –
of Directors Financial Officer
A certificate from Company Secretary in Practice Mr. Narayan Shankar, Company 40,373 0.0032%
certifying that none of the Directors on the Board of the Secretary
X. GENERAL BODY MEETINGS

1. Details of General Meetings and Special Resolutions passed
AGM held during the past 3 years and the Special Resolutions passed therein:
Year Date Time Special Resolutions passed Web link for webcast/
transcripts
2020 7th August, 2020 3:00 p.m. 1. Re-designation of Dr. Pawan Goenka (DIN: 00254502), as “Managing Director
and Chief Executive Officer” with effect from 1st April, 2020, revision in
the remuneration payable to him with effect from 1st August, 2020 upto
11th November, 2020 and re-appointment as “Managing Director and Chief
Executive Officer” of the Company with effect from 12th November, 2020
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to 1st April, 2021.
2. Appointment of Dr. Anish Shah (DIN: 02719429), as Whole-time Director
designated as “Deputy Managing Director and Group Chief Financial Officer”
from 1st April, 2020 to 1st April, 2021 and as the Managing Director of
the Company designated as “Managing Director and Chief Executive Officer”
with effect from 2nd April, 2021 to 31st March, 2025.
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3. Appointment of Mr. Rajesh Jejurikar (DIN: 00046823), as Whole-time
https://www.mahindra.com/
Director designated as “Executive Director (Automotive and Farm
E.
Sectors)” for a period of 5 years with effect from 1st April, 2020 to investor-relations/reports
31st March, 2025.
2021 6th August, 2021 3:00 p.m. 1. Re-appointment of Mr. T. N. Manoharan (DIN: 01186248) as an Independent
2.
2021 to 10th November, 2026.
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Director of the Company, not liable to retire by rotation, to hold office for a
second term of 5 (five) consecutive years commencing from 11th November,
Payment of remuneration to Mr. Anand G. Mahindra (DIN: 00004695) as a

Non-Executive Chairman of the Company for a period of 5 (five) years with
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effect from 12th November, 2021.
2022 5th August, 2022 3:00 p.m. 1. Payment of remuneration to Mr. Anand G. Mahindra (DIN: 00004695) as
Non-Executive Chairman of the Company for the Financial Year 2022-23.
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Note:
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In compliance with the provisions of the Ministry of Corporate Affairs (“MCA”) General Circular No. 20/2020 dated 5th May, 2020 read together
with MCA General Circular Nos. 14 & 17/2020 dated 8th April, 2020 and 13th April, 2020, respectively, MCA General Circular No. 02/2021 dated
13th January, 2021 and MCA General Circular No. 02/2022 dated 5th May, 2022 and SEBI’s Circular No. SEBI/HO/CFD/CMD1/ CIR/P/2020/79 dated
12th May, 2020 read with SEBI Circular No. SEBI/HO/CFD/ CMD2/CIR/P/2021/11 dated 15th January, 2021, the Company conducted the AGM(s) in
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the year 2020, 2021 and 2022 through Video Conferencing /Other Audio Visual Means (“VC”/“OAVM”).
Further, in accordance with the Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India (“ICSI”) read with
Clarification/Guidance on applicability of Secretarial Standards - 1 and 2 dated 15th April, 2020 issued by the ICSI, the proceedings of the AGMs of the
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Company held in the year 2020, 2021 and 2022 were deemed to have been conducted at the Registered Office of the Company being the deemed venue
of the AGM.
No Extraordinary General Meeting was held during the past 3 years.
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No Special Resolution(s) requiring a Postal Ballot is being proposed at the ensuing AGM of the Company.
No Postal Ballot was conducted during the Financial Year 2022-23.
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2. National Company Law Tribunal Convened Meeting held during the year 2022-23 and the Resolution(s) passed therein
As per the directions of Hon’ble National Company Law Tribunal, Mumbai Bench (“NCLT”) by its Order dated 10th June,
2022, your Company convened a Meeting of Equity Shareholders on 19th August, 2022 through VC/OAVM facility for the
purpose of considering, and if thought fit, approving, with or without modification(s), the Scheme of Merger by Absorption
of Mahindra Electric Mobility Limited (“MEML” or “Transferor Company”) with Mahindra & Mahindra Limited (“M&M” or
“Transferee Company” or “the Company”) and their respective shareholders (“Scheme”). The said Order also mentioned
the appointment of Mr. Sachin Bhagwat, Practicing Company Secretary (Membership No. ACS 10189) or in his absence Mr.
Prashant Vaishampayan (Membership No. FCS 4251) as a Scrutiniser for the purpose of scrutinising the process for voting
and remote e-voting for the Meeting, including for any adjournment(s) thereof.
Details of Combined Voting Results (i.e. result of remote e-voting together with that of the e-voting conducted at the
Meeting) of the above Resolution are as under:
Type of voting Number of Percentage of Number of votes Percentage of Result
Members voted Members voted cast total number of
votes cast
Votes in favour of the resolution 2,437 98.9042 101,10,22,097 99.9988
Passed with the
Votes against the resolution 27 1.0958 12,069 0.0012
requisite majority
Total 2,463* 100.00 101,10,34,166 100.00
* 1 Member has voted partially in favour and partially against the Resolution and hence has been reckoned only once in the Total.
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Notice of the Meeting:
• The Notice of the Meeting along with the statement setting out material facts under section 230(3) read with Section
102 and other applicable provisions of the Companies Act, 2013, was sent on 16th July, 2022 to the Equity Shareholders
in respect of the Resolution proposed at the Meeting.
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• The Equity Shareholders of the Company holding shares as on the cut-off date of 12th August, 2022 were entitled to vote
on the resolution as contained in the Notice of the Meeting.
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• In pursuance of the directions issued by the NCLT pursuant to its Order, the Company had duly released an advertisement
intimating the calling of the NCLT convened meeting of the Equity Shareholders and dispatch of Notice, in English newspaper
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viz. “Business Standard”, having nation - wide circulation and in Marathi Newspaper viz. “Navshakti”, having circulation in
Maharashtra on 19th July, 2022.
Procedure adopted for Remote E-voting:

• In terms of the Order and in compliance with the provisions of section 230(4) read with section 108 of the Act read with
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Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended and in accordance with Regulation
44 of Listing Regulations read with SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 9th December, 2020 and
Secretarial Standard – 2 on General Meetings issued by the Institute of Company Secretaries of India, Members were
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provided with the facility to cast their vote electronically, through the e-voting services provided by KFin on Resolution set
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forth in the Notice, through remote e-voting.

• The remote e-voting period commenced on Monday, 15th August, 2022 (9:00 a.m. IST) and ended on Thursday, 18th August,
2022 (5:00 p.m. IST).
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• The procedure for e-voting during the Meeting was same as that for remote e-voting since the Meeting was held through
VC/OAVM. The e-voting window was activated upon instructions of the Chairman of the Meeting during the Meeting. E-voting
during the Meeting was integrated with the VC/OAVM platform and the Members/ Shareholders, who were present in the
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Meeting through VC/OAVM facility and had not cast their vote on the Resolution through remote e-voting and were
otherwise not barred from doing so, were eligible to vote through e-voting system in the Meeting.
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Scrutiniser Report
• The Scrutiniser submitted his combined report on 19th August, 2022. The resolution was passed on Friday, 19th August,
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2022.
DECLARATION UNDER THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS
AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015
To
The Members of Mahindra & Mahindra Limited
I, Anish Shah, Managing Director and Chief Executive Officer of Mahindra & Mahindra Limited declare that all the Members of the Board of
Directors and Senior Management Personnel have affirmed compliance with the Code of Conduct for the year ended 31st March, 2023.
Anish Shah
Mumbai, 26th May, 2023 Managing Director and Chief Executive Officer
CERTIFICATE
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INDEPENDENT AUDITORS’ CERTIFICATE ON COMPLIANCE WITH THE CORPORATE GOVERNANCE REQUIREMENTS UNDER SEBI
(Listing Obligations and Disclosure Requirements) REGULATIONS, 2015
TO THE MEMBERS OF MAHINDRA & MAHINDRA LIMITED
1. This certificate is issued in accordance with the terms of our engagement letter dated 1 September 2022.
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2. We have examined the compliance of conditions of Corporate Governance by Mahindra & Mahindra Limited (“the Company”), for the year
ended 31 March 2023, as stipulated in regulations 17 to 27, clauses (b) to (i) and (t) of regulation 46(2) and paragraphs C, D and E of
Schedule V of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended
E.
from time to time (“Listing Regulations”) pursuant to the Listing Agreement of the Company with Stock Exchanges.
Management’s Responsibility
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3. The compliance of conditions of Corporate Governance as stipulated under the listing regulations is the responsibility of the Company’s
Management including the preparation and maintenance of all the relevant records and documents. This responsibility includes the
design, implementation and maintenance of internal control and procedures to ensure the compliance with the conditions of Corporate
Governance stipulated in the Listing Regulations.
Auditors’ Responsibility
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4. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the
conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.
5. Pursuant to the requirements of the Listing Regulations, it is our responsibility to provide a reasonable assurance whether the Company
has complied with the conditions of Corporate Governance as stipulated in Listing Regulations for the year ended 31 March 2023.
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6. We conducted our examination of the above corporate governance compliance by the Company in accordance with the Guidance Note
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on Reports or Certificates for Special Purposes (Revised 2016) and Guidance Note on Certification of Corporate Governance both issued
by the Institute of the Chartered Accountants of India (the “ICAI”), in so far as applicable for the purpose of this certificate. The Guidance
Note requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI.
7. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms that
Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements.
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Opinion
8. In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied
with the conditions of Corporate Governance as stipulated in the Listing Regulations.
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9. We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with
which the management has conducted the affairs of the Company.
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Restriction on use
10. The certificate is addressed and provided to the Members of the Company solely for the purpose of enabling the Company to comply with
the requirement of the Listing Regulations and should not be used by any other person or for any other purpose. Accordingly, we do not
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accept or assume any liability or any duty of care for any other purpose or to any other person to whom this certificate is shown or into
whose hands it may come without our prior consent in writing.
For B S R & Co. LLP
Chartered Accountants
Firm’s Registration No: 101248W/W-100022
Venkataramanan Vishwanath
Partner
Place: Mumbai Membership No: 113156
Date: 26 May 2023 ICAI UDIN: 23113156BGYUJI9024
Certificate of Non-Disqualification of Directors
CERTIFICATE
[Pursuant to Regulation 34(3) and sub-clause (i) of clause (10) of Paragraph C of Schedule V to the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015]
To,
The Members of
Mahindra and Mahindra Limited
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Mumbai – 400 001
I have examined the relevant registers, returns and records maintained by Mahindra and Mahindra Limited (“the Company”) having
CIN L65990MH1945PLC004558 and registered office at Gateway Building, Apollo Bunder, Mumbai – 400 001, forms and disclosures
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received from the Directors of the Company, produced before me by the Company for the purpose of issuing this Certificate, in accordance
with Regulation 34(3) read with sub-clause (i) of clause (10) of Paragraph C of Schedule V to the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
E.
In my opinion and to the best of my information and according to the verifications (including Directors’ Identification Number (DIN) status at
the portal www.mca.gov.in) as considered necessary and explanations furnished to me by the Company and its Officers, I certify that none
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of the Directors on the Board of the Company for the Financial year ended on March 31, 2023 has been debarred or disqualified from being
appointed or continuing as Director of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such
statutory Authority.
Ensuring eligibility for appointment / continuity of every director on the Board is the responsibility of the management of the Company. My
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responsibility is to express an opinion on these based on my verification. This certificate is neither an assurance as to the future viability of
the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.
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AP
CS SACHIN BHAGWAT
Membership No.: A 10189
C. P. No.: 6029
Place: Pune UDIN: A010189E000383751
PR Certificate No.: 654/2020
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Date: 26 May 2023

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BUSINESS RESPONSIBILITY AND

SUSTAINABILITY REPORT
SECTION A: GENERAL DISCLOSURES

I. DETAILS OF THE LISTED ENTITY
1 Corporate Identity Number (CIN) of the Listed Entity L65990MH1945PLC004558
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2 Name of the Listed Entity Mahindra and Mahindra Limited
3 Year of incorporation 1945
4 Registered office address Gateway Building, Apollo Bunder, Mumbai - 400001
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5 Corporate address Mahindra Towers, Dr. G. M. Bhosale Marg, Worli,
Mumbai - 400018
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6 E-mail [email protected]
8
Telephone
Website
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+9122 6897 5500
www.mahindra.com
9 Financial Year for which reporting is being done 01-04-2022 to 31-03-2023

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10 Name of the Stock Exchange(s) where shares are listed Your Company’s Ordinary (Equity) Shares are listed on
BSE Limited (“BSE”) and National Stock Exchange of India
Limited (“NSE”).
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The Global Depository Receipts (GDRs) of the Company

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are listed on the Luxembourg Stock Exchange and are also

admitted for trading on International Order Book (IOB) of
the London Stock Exchange.
The Company’s privately placed Non-Convertible Debentures
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(NCDs) are listed on the Debt Segment of BSE.
11 Paid-up Capital Rs. 621.76 Cr.

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12 Name and contact details (telephone, email address) of the person who may be contacted in case of any queries on the
BRSR report
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Name Of Contact Person Rajeshwar Tripathi

Chief Human Resources Officer - Auto and Farm Sector
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Contact Number Of Contact Person +9122 2884 9702
Email Of Contact Person [email protected]
13 Reporting boundary - Are the disclosures under this report The disclosures under this report are made on Standalone
made on a standalone basis (i.e., only for the entity) or on basis.
a consolidated basis (i.e., for the entity and all the entities
which form a part of its consolidated financial statements,
taken, together).
II. PRODUCTS/SERVICES
14. Details of business (accounting for 90% of the Turnover)
S. Description of Main Activity Description of business activity % of

No. Turnover of
the entity
1 Manufacturing Motor vehicles, trailers, semi trailers and other Transport 91.2
Vehicles
15. Products/Services sold by the entity (accounting for 90% of the entity’s Turnover):
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S. Product/Service NIC Code % of total
No. Turnover
contributed
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1 Automotive 29101, 29102, 29103, 29104, 29109, 28243 64.75
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2 Farm Equipment 28211, 28212 26.41
III. OPERATIONS
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16. Number of locations where plants and/or operations/offices of the entity are situated:
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Location Number of plants Number of offices Total
National 38 111 149

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International – 3 3
17. Markets served by the entity:

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a. Number of locations
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Location Number
National (No. of States) 28 States

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and 6 Union
Territories
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International (No. of Countries) 3
b. What is the contribution of exports as a percentage of the total turnover of the entity?
5.94%
c. A brief on types of customers

The Company serves various customers including urban population, rural population, government and corporates, SMEs,
agricultural and non-agricultural business and tours and travels amongst others.
IV. EMPLOYEES
18. Details as at the end of Financial Year:
a. Employees and workers (including differently abled):
S. Male Female
Particulars Total (A)
No No. (B) % (B/A) No. (C) % (C/A)
EMPLOYEES
1. Permanent (D) 12,246 11,469 93.66 777 6.34
2. Other than Permanent (E) 1,193 966 80.97 227 19.03
3. Total employees (D + E) 13,439 12,435 92.53 1,004 7.47
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WORKERS
4. Permanent (F) 11,249 11,193 99.50 56 0.50
5. Other than Permanent (G) 37,186 35,167 94.57 2,019 5.43
6. Total workers (F + G) 48,435 46,360 95.72 2,075 4.28
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• At the entry level (from campuses), during the year, the Company has achieved 21% gender diversity.
E.
• In the workers category, the numbers have gone up by three times over last year.
b. Differently abled Employees and workers:
S.
No
Particulars
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Total (A)
No. (B)
Male
% (B/A) No. (C)
Female
% (C/A)
DIFFERENTLY ABLED EMPLOYEES
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1. Permanent (D) 6 6 100.00 – 0.00
2. Other than Permanent (E) – – – – –
3. Total differently abled employees (D + E) 6 6 100.00 – 0.00
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DIFFERENTLY ABLED WORKERS

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4. Permanent (F) 11 11 100.00 – 0.00

5. Other than Permanent (G) – – – – –
6. Total differently abled workers (F + G) 11 11 100.00 – 0.00
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19. Participation/Inclusion/Representation of women

No. and percentage of Females
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Total (A)
No. (B) % (B/A)
Board of Directors 12 3 25.00
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Key Management Personnel 4* – 0.00

* Includes Managing Director & CEO and Executive Director & CEO (Auto and Farm Sector) who are also covered in the number of directors on the Board.
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20. Turnover rate for permanent employees and workers

(Disclose trends for the past 3 years)
FY 2022-23 FY 2021-22 FY 2020-21 (Turnover rate in the

(Turnover rate in current FY) (Turnover rate in previous FY) year prior to the previous FY)
Male Female Total Male Female Total Male Female Total
Permanent Employees 16.4% 24.9% 17.0% 15.8% 34.2% 16.9% 6.8% 11.5% 7.2%
Permanent Workers 5.0% 8.8% 5.0% 4.5% 9.4% 4.6% 4.1% 6.9% 4.1%
V. HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES (INCLUDING JOINT VENTURES)
21. (a) Names of holding/subsidiary/associate companies/joint ventures

The details of subsidiaries, associates and joint ventures of the Company are provided in Form AOC‑1 and form part of
this Annual Report.
For the year 2022-23, following subsidiaries have participated in Business Responsibility initiatives of the Company:
Does the entity indicated

Indicate whether % of
at column A, participate in
S. Name of the holding/subsidiary/associate companies/ holding/Subsidiary/ shares held
the Business Responsibility
No. joint ventures (A) Associate/Joint by listed
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initiatives of the listed entity?
Venture entity*
(Yes/No)
1 Mahindra Steel Service Centre Limited Subsidiary 61.00 Yes
2 Mahindra Agri Solutions Limited Subsidiary 98.86 Yes
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3 Mahindra Accelo Limited (Formerly known as Mahindra Subsidiary 100.00 Yes
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Intertrade Limited, Name changed w.e.f. 05.01.2023)
4 Mahindra Holidays and Resorts India Limited Subsidiary 67.00 Yes
6
Mahindra and Mahindra Financial Services Limited
Mahindra Insurance Brokers Limited

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Subsidiary
Subsidiary
52.16
80.00
Yes
Yes
7 Mahindra Rural Housing Finance Limited Subsidiary 98.43 Yes

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8 Mahindra Lifespace Developers Limited Subsidiary 51.28 Yes
9 Mahindra World City (Jaipur) Limited Subsidiary 74.00 Yes

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10 Mahindra World City Developers Limited Subsidiary 89.00 Yes
11 Mahindra Logistics Limited Subsidiary 58.09 Yes
12 Mahindra Heavy Engines Limited Subsidiary 100.00 Yes

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13 Mahindra Susten Private Limited Subsidiary 70.00 Yes

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14 Mahindra EPC Irrigation Limited Subsidiary 54.31 Yes
* Percentage holding in subsidiaries represents aggregate percentage of shares/voting power held by the Company and/or its subsidiaries.
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VI. CSR DETAILS

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22. CSR Details
Whether CSR is applicable as per section 135 of Companies Act, 2013 Yes
Turnover (in Rs.) 84,960.26 Cr.
Net worth (in Rs.) 42,858.80 Cr.

VII. TRANSPARENCY AND DISCLOSURES COMPLIANCES

23.
Complaints/Grievances on any of the principles (Principles 1 to 9) under the National Guidelines on Responsible
Business Conduct:
FY 2022-23 FY 2021-22
Stakeholder Grievance Number of Number of

group from Redressal if Yes, then provide web-link for Number of complaints Number of complaints
whom complaint Mechanism in grievance redress policy complaints pending complaints pending
Remarks Remarks
is received Place (Yes/No) filed during resolution at filed during resolution at
the year close of the the year close of the
year year
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Communities No - – – NA – – NA
Investors Yes Name of the policy: – – NA – – NA

(other than Investors Grievance Redressal
shareholders) Policy
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Web-link:
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h t t p s : // w w w. m a h i n d r a . c o m/
investor-relations/policies-and-
documents
Shareholders Yes Name of the policy:

Investors Grievance Redressal
Policy
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Web-link:
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documents
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Employees Yes Name of the policy: 147 15 Complaints 67 1 NA

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and workers Code of Conduct for Employees received in

Q3 and Q4
Web-link:
of
h t t p s : // w w w. m a h i n d r a . c o m/ FY 2022-23
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investor-relations/policies-and- are under

documents investigation
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Customers Yes There is no official policy, however, 65,330 1,863 NA 51,151 1,061 NA
in all the Company's touch points
like – Owner’s Manual , Website,
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With You Hamesha (WYH) App

& Repair Orders, it is mentioned
to connect on the registered
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customer care email ID or toll

free number if any feedback.
Value Chain Yes Name of the policy: – – NA – – NA

Partners Suppliers Code of Conduct
Web-link:
documents
Others NA – – – NA – – NA
24. Overview of the entity’s material responsible business conduct issues
Material responsible business conduct and sustainability issues pertaining to environmental and social matters
that present a risk or an opportunity to your business, rationale for identifying the same, approach to adapt or
mitigate the risk along-with its financial implications:
Financial implications
Indicate whether of the risk or
Material issue Rationale for identifying the risk
S. No. risk or opportunity In case of risk, approach to adapt or mitigate opportunity (Indicate
identified opportunity
(R/O) positive or negative
implications)
1 Water Security R Fresh water is an important input The Company strives to mitigate the water Negative
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for both manufacturing processes risk by adopting following four methods: Implication:
and domestic purposes of the 1.
The Company utilises various global Stoppage of
Company. Processes such as
tools to identify the water risk across water impacts
paint booths are water intensive
its operation sites and value chain.
processes in automotive and farm manufacturing
Based upon the amount of risk in
industry. It is important to use processes and
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respective river basins, the mitigation
quality water to maintain the paint utility set ups.
action is planned and executed.
quality. Water scarcity is India’s
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silent crisis and unpredictable 2.
Optimum usage of water in all
rainfall across India makes the operations through various water
manufacturing plants more efficiency measures adopted such
vulnerable for water shortages.
Tractor sales are also largely
dependent upon the monsoon in
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3.
as low volume water taps, arresting
leakages in pipelines, amongst others.
R ainwater harvesting: By increasing
India. Hence insulating against rainwater storage capacity.
water risk is one of the identified
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4.
Recycling: By installing ETP/STP and
business risks and priorities.
RO plants, we strive to increase our
recycling capacity.
5. round water recharge: By installing
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specially designed deep aquifer pits

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for improving ground water table. To

ensure the availability of water for
the community, the Company is also
working on watershed management
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projects.
2 Carbon R The business risk of climate The Company has laid down a comprehensive Negative
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Emissions change can affect the Company in and detailed plan to manage its Greenhouse Implications:
multiple ways including regulatory Gas (GHG) emissions. Some of the programs
impact on vehicle sales, physical or commitments are mentioned below: Impacts the
environment
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changes which could affect the 1. Committed for carbon Pricing-invest

operating environment of the such as physical
$10 per ton of carbon emission.
products, among others. As the damage from
2. Committed for EP 100 i.e., double floods or brushfire
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Company operates in an evolving

carbon emissions regulatory Energy productivity by 2030 in or forced closures.
environment, it is essential that association with The Climate Group.
Flow-on effects
the Company plans and works on 3. Committed to reduce carbon intensity of climate change
ways to mitigate the risk. by 47% by FY 2033-34 (with base or extreme
year of 2018-19) - signatory to the events such as
Science based Targets.
supply chain being
4. Committed to become carbon neutral disrupted by
by 2040. The Company is also focusing extreme weather.
on increasing the market share of
the electric vehicle portfolio in India,
emerging, and developed markets.
implications)
O The Company is committed to NA Positive

sustainable business practices Implications:
by contributing to environment
protection and considers carbon Impacts resource
emission reduction as one of efficiencies and
the strong pillars of preserving cost savings. The
natural resources. Carbon Emission adoption of low-
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reduction helps in reducing the emission energy
power and fuel cost (which is around sources results in
15% of total vehicle conversion the development of
cost) and hence improves the new products and
bottom-line under the Company’s services, access to
‘Mission Sustainability’.
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new markets and
building resilience
E.
along the supply
chain.
3 Waste to O The Company is committed to NA Positive

Wealth sustainable business practices
by contributing to environment
protection and considers waste
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Reduction in
to wealth as one of the focus waste generation
areas under sustainability. or recycling of
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Production of automobiles waste leads to
involves the generation of waste economic gains
materials both Hazardous and and supports in
Non-hazardous waste. The
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reduction of Green
major impact through this waste
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House Gas (GHG)

is environment pollution and emissions.
resource depletion.
4 Product R In the current situation, customers To cater to the new product requirements, Negative
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Stewardship have many options to choose the Company is into various phases Implications:
from various brands. Competition of R&D/production/marketing of clean
It is
from peers, customer focus, new automotive products like hybrid vehicles,
imperative for
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regulations, market demand, bio-fuel vehicles, electric passenger

manufacturers
etc. are some of the drivers vehicle, hydrogen combustion engine
to design
for constant evolution and new vehicle, etc. Further, a full-fledged Product
products so as
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product development. Improvement Roadmap is in place at the

to meet changing
Company. This roadmap focuses on the
consumer
reduction in specific fuel consumption,
behaviour and
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weight reduction, switching to alternative

expectations.
fuels, enhancing product safety, etc. We are
Creating
fully geared up to leverage opportunities
products and
through our initiatives in Shared Mobility,
services that are
Electric Vehicles, innovative products and
not-sustainable/
extensive product portfolio.
not viable/
not accessible/
not affordable
will have an
impact on overall
brand image
and economic
performance .
implications)
5 Health and R The Company is committed to zero- The Company is a people-first company and Negative
Safety accidents at the workplace. However, strives to mitigate the plant’s risks arising from Implications:
certain risks as under have been health and safety issues.
The consequences
identified:
The Company incorporates high safety standards of poor health
a. Overall being old plant Space for safe working conditions to achieve an inter- and safety in
constraint dependent safety culture. the workplace
Depletion of skills due to To avoid unsafe incidents, the Company has
b. have an impact
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retirement and deployment of adopted key safety standards, safety tools and on the safety of
new contract/trainee workmen practices, including: the employees.
Work-related
c.
Less exposure to Latest 1. ISO 45001 certification for all sites illness or injury
Technology and high dependency not only puts an
2.
Implementing Mahindra safety standards
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on Manual Activities employee out of
with global benchmarking in all
d.
Lack of contingencies of critical manufacturing operations work for a while
E.
equipments/old equipments and impacts their
3.
Work proactively towards eliminating
quality of life, it
health and safety concerns of the
may also damage
workforce
LIN
4.
Installing cutting edge and the latest
firefighting systems at the plants
5. Improving and developing safety skills by
the business’s
productivity,
finances and
reputation.
creating safety awareness, conducting
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trainings and dexterity of machining,
assembly, safety in material handling
6.
Instituting safety mechanisms based on
the recognized Kaizen and Poka-Yoke
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concepts
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7. Promoting proactive measures to prevent

accidents and occupational hazards
such as SOTs, internal audits, safety
assessments and regular reviews
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8. Rewarding and recognizing commendable

achievements in the filed of Health and
Safety
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The Company’s focus is not only on physical

health, but also on the mental health and
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well-being of employees. The Company creates

awareness, provides information, assists
employees with counselling, provides them with
therapy and training, engages with them on a
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regular basis on new realities and emotional

challenges they face daily under the below-
listed health and wellness pillars:
1. Physical Health
2. Food and Nutrition
3. Psychological well-being
4. Way 2 wellness
implications)
6 Sustainable R The Company considers suppliers The Company has set stringent Code of Conduct Negative
Supply Chain as business partners and strives to for all supplier partners. Further, the Company Implications:
develop sustainable supply chain. For mitigates supply chain risk, the Company has
Improvement in
delivering right product/services at established Supplier Risk Management and
ESG practices
right time to customers, supply chain mitigation (SRMM) process for suppliers. SRMM
at the supplier's
plays a vital role and any disruption in includes Financial Risk, Safety Risk, Labour Risk.
end will improve
supply chain will impact the business The Company is conducting Health, Safety supply chain
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of the Company. Moreover, any breach Practices and working condition audit for identified efficiency &
of ESG practices will result in severe suppliers through industry experts. Based on the considerably
impact on supplier’s business and also improvement areas mentioned in report, supplier reduce the risk
on the business of the Company and prepares and submits action plan. of supply chain
its reputation. By the end of FY23, the Company has also disruption along
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initiated on-site ESG audit for suppliers through with reputation
internationally reputed agencies. risk. This will
E.
For enhancing capability of suppliers, the result in smooth
Company runs supplier development programs operations.
namely Supplier Business Capability Building
LIN(SBCB) and Mahindra Supplier Evaluation

system (MSES) for identified suppliers. The
Company also conducts training programs on
sustainability topics like Environment, Social
and Governance practices for its suppliers.
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7 CSR O As a part of nation building, the NA Positive
Management Company has implemented various Implications:
CSR projects primarily serving the
The Company
constituencies of girls and women and
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is required to
supporting the environment through
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spend 2% of
a massive tree plantation drive. Key
the average net
projects are mentioned below:
profit for the last
Project Nanhi Kali is a pan-India girl three financial
child empowerment programme which years on CSR
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helps under-privileged girls complete Initiatives.

their schooling. Through the project,
girls in government schools (from Through the CSR
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Classes 1-10) are provided with daily initiatives, the

after school academic support, access following are
to an AI powered personalized learning achieved:
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software via digital tablets, a sports 1. Empowerment

curriculum and a school supplies kit. of under-
The Mahindra Pride Classrooms is privileged girls to
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a pan-India women empowerment complete their

initiative to impart skilling for schooling
women enrolled in government/ 2. Increase in
government-aided vocational colleges employability of
and institutions. Women are trained in women
English speaking, life skills, interview
3. Increase in
preparedness and digital literacy,
green cover
which are critical skills required to
and support to
boost their employability.
the livelihood
Project Hariyali aims to increase the of marginalized
green cover, arrest the rising ecological farmers
imbalance, protect the biodiversity and
in the process support the livelihood of
marginalized farmers.
SECTION B: MANAGEMENT AND PROCESS DISCLOSURES

This section is aimed at helping businesses demonstrate the structures, policies and processes put in place
towards adopting the NGRBC principles and core elements.
P1 Businesses should conduct and govern themselves with integrity and in a manner that is ethical, transparent and accountable
P2 Businesses should provide goods and services in a manner that is sustainable and safe
P3 Businesses should respect and promote the well-being of all employees, including those in their value chains
P4 Businesses should respect the interests of and be responsive to all its stakeholders
P5 Businesses should respect and promote human rights
P6 Businesses should respect and make efforts to restore and protect the environment
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P7 Businesses when engaging in influencing public and regulatory policy, should do so in a manner that is responsible and transparent
P8 Businesses should promote inclusive growth and equitable development
P9 Businesses should engage with and provide value to their consumers in a responsible manner
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Disclosure Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
E.
Policy and Management Processes
1 a.
Whether your entity’s policy/policies Yes Yes Yes Yes Yes Yes Yes Yes Yes
cover each principle and its core elements
of the NGRBCs. (Yes/No)
b.
Has the policy been approved by the
Board? (Yes/No)
Yes Yes
LIN Yes Yes Yes Yes Yes Yes Yes
c. Web-link of the Policies, if available It has been the Company’s practice to upload all policies on the intranet site for
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the information and implementation by the internal stakeholders.
Policies viz. Code of Conduct for Directors, Code of Conduct for Employees,
Anti-Bribery and Anti-Corruption Policy, Policy on Prevention of Sexual
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Harassment and Corporate Social Responsibility Policy are available on the

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following web-link:
https://www.mahindra.com/investor-relations/policies-and-documents
2 Whether the entity has translated the policy Yes Yes Yes Yes Yes Yes Yes Yes Yes
into procedures. (Yes/No)
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3 Do the enlisted policies extend to your value Yes Yes No Yes Yes Yes No Yes No
chain partners? (Yes/No)
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4 Name of the national and international codes/ 1. ISO 14001

certifications/labels/standards (e.g., Forest
2. ISO 45001
Stewardship Council, Fairtrade, Rainforest
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Alliance, Trustee) standards (e.g., SA 8000, 3. ISO 9001 (QMS)

OHSAS, ISO, BIS) adopted by your entity and 4. ISO 27001
mapped to each principle.
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5 Specific commitments, goals and targets set The Company is committed to becoming a Planet Positive business with a clear
by the entity with defined timelines, if any. action plan that includes becoming Carbon Neutral (Scope1 and 2) by 2040,
doubling energy productivity by 2030, zero waste to landfill by 2030, sustaining
its water positivity index and increasing its share of renewable energy to 50%
by 2025. The Company is the largest electric 3-wheeler company in the country
with dominant Market Share and supporting a net-zero supply chain. Also, 71%
of waste generated by the Company is recycled and reused.
The Company has a formal policy on Human Rights and Equal Opportunities which
is available in the public domain, and the Company stands committed to the same.
Disclosure Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
6 Performance of the entity against the specific The Company has a clear 3-year roadmap on material ESG aspects and planet
commitments, goals and targets along-with positive commitments. The detailed performance against roadmap/Action plan
reasons in case the same are not met. is provided in the Sustainability Report.
Governance, Leadership and Oversight
7 Statement by director responsible for the The Company’s environmental sustainability goal, in alignment with the Paris
business responsibility report, highlighting ESG Agreement and commitment to Science Based Targets (SBTi), is to become
related challenges, targets and achievements a carbon neutral company by 2040. A leader in the ESG space in India, the
Company is well-poised to take the lead globally. It joined the ‘First Movers
Coalition’ to work towards driving demand for zero-carbon technologies at the
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World Economic Forum, along with global giants such as Amazon and Apple.
It is the only Indian corporate whose companies have been named in CDP’s
Leadership Band for corporate sustainability. The Company has become the
first Indian ‘Automobile and Components’ company to enter the World Index
of DJSI.
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Its Risk Management framework works at various levels across the enterprise,
with a robust organisational structure, for managing and reporting risks. Its
E.
FUTURise framework shapes our ambition to transform the Company into a
global innovation powerhouse driven by technology. This approach is rooted
in three guiding principles: Do more with less, Do it together, and Do it for all.
8
LIN
Details of the highest authority responsible for Dr. Anish Shah - Managing Director and CEO (DIN: 02719429) is the Director
implementation and oversight of the Business responsible for implementation and oversight of the Business Responsibility
Responsibility policy(ies). policy(ies).
Mr. Rajeshwar Tripathi - Chief Human Resources Officer (Auto and Farm Sectors)
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is the BR Head
9 Does the entity have a specified Committee Yes. The Company has a CSR Committee of the Board which oversees the CSR
of the Board/Director responsible for decision performance in the year. It consists of five members including independent
making on sustainability related issues? directors and Managing Director and CEO. Further, the Committee is chaired by
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(Yes/No). If yes, provide details. a Woman Independent Director. For composition of the CSR Committee, please
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refer Page No. 171 of the Annual Report in the Corporate Governance Section.
The CSR Committee of the Board assesses the BRSR performance twice a year.
Other supporting councils or cells are Group Sustainability Council, Group CSR
Council, Central Safety Council and Corporate Governance Council, who meet
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every 3 months for decision making related to sustainability issues.
10. Details of Review of NGRBCs by the Company:

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Subject for Review Indicate whether review was undertaken by Director/ Frequency (Annually/Half yearly/Quarterly/
Committee of the Board/Any other Committee Any other – please specify)
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P1 P2 P3 P4 P5 P6 P7 P8 P9 P1 P2 P3 P4 P5 P6 P7 P8 P9
Performance against Yes Yes Yes Yes Yes Yes Yes Yes Yes Quar- Quar- Quar- Quar- Quar- Quar- Quar- Quar- Quar-
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above policies and follow terly terly terly terly terly terly terly terly terly
up action
Compliance with Yes Yes Yes Yes Yes Yes Yes Yes Yes Quar- Quar- Quar- Quar- Quar- Quar- Quar- Quar- Quar-
statutory requirements terly terly terly terly terly terly terly terly terly
of relevance to
the principles, and,
rectification of any
non-compliances
P1 P2 P3 P4 P5 P6 P7 P8 P9
11. Has the entity carried out independent No No Yes, No No No No No No

assessment/evaluation of the working of Deloitte
its policies by an external agency? (Yes/ Touche
No). If yes, provide name of the agency Tohmatsu
India LLP
12. If answer to question (1) above is “No” i.e., not all Principles are covered by a policy, reasons to be stated:
Question P1 P2 P3 P4 P5 P6 P7 P8 P9
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The entity does not consider the Principles material to its NA NA NA NA NA NA NA NA NA
business (Yes/No)
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The entity is not at a stage where it is in a position to formulate NA NA NA NA NA NA NA NA NA
and implement the policies on specified principles (Yes/No)
E.
The entity does not have the financial or/human and technical NA NA NA NA NA NA NA NA NA
resources available for the task (Yes/No)
It is planned to be done in the next financial year (Yes/No) NA NA

LIN NA NA NA NA NA NA NA
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Any other reason (please specify) NA NA NA NA NA NA NA NA NA
SECTION C: PRINCIPLE WISE PERFORMANCE DISCLOSURE

I
AP
PRINCIPLE 1
BUSINESSES SHOULD CONDUCT AND GOVERN THEMSELVES WITH INTEGRITY, AND IN A MANNER THAT IS ETHICAL,
TRANSPARENT AND ACCOUNTABLE.
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ESSENTIAL INDICATORS
1. Percentage coverage by training and awareness programmes on any of the Principles during the financial year:
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Segment Total number of training and Topics/principles covered under % age of persons in respective category
awareness programmes held the training and its impact covered by the awareness programmes
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Code of Conduct (COC), Anti-Bribery

and Anti-Corruption (ABAC) and
Board of Directors 3 100
Prevention of Sexual Harassment at
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Workplace (POSH)
Key Managerial Code of Conduct, Anti-Bribery and

3 100
Personnel Anti-Corruption and POSH
COC – 86
Employees other Code of Conduct, Anti-Bribery and
3 ABAC – 64
than BoD and KMPs Anti-Corruption and POSH
POSH – 88
Code of Conduct, Anti-Bribery and

Workers 3 100
Anti-Corruption and POSH
2. etails of fines/penalties/punishment/award/compounding fees/settlement amount paid in proceedings (by the

D
entity or by directors/KMPs) with regulators/law enforcement agencies/judicial institutions, in the financial year:
Monetary
NGRBC Principle Name of the regulatory/enforcement Amount (In INR) Brief of the Case Has an appeal been preferred?
agencies/judicial institutions (Yes/No)
Penalty/Fine
Nil NA – NA No
Settlement
Nil NA – NA No
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Compounding fee
Nil NA – NA No
Non-Monetary
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NGRBC Principle Name of the regulatory/enforcement Brief of the Case Has an appeal been preferred?
agencies/judicial institutions (Yes/No)
E.
Imprisonment
Nil NA NA No
Punishment
Nil NA
LIN NA
3. Of the instances disclosed in Question 2 above, details of the Appeal/Revision preferred in cases where monetary
No
or non-monetary action has been appealed.

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Case Details Name of the regulatory/enforcement agencies/judicial institutions
NA NA
4. Does the entity have an anti-corruption or anti-bribery policy? If yes, description of ABAC to be provided and
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if available, provide a web-link to the policy.

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Yes, the Company practices a zero-tolerance approach to bribery and corruption and has a policy on Anti-Bribery and Anti-
Corruption. This policy provides a framework for ensuring compliance with legislations governing bribery and corruption
globally. The web-link to the policy is https://www.mahindra.com/investor-relations/policies-and-documents.
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5. Number of Directors/KMPs/employees/workers against whom disciplinary action was taken by any law enforcement
agency for the charges of bribery/corruption:
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FY 2022-23 FY 2021-22
Directors Nil Nil
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KMPs Nil Nil

Employees Nil Nil
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Workers Nil Nil
6. Details of complaints with regard to conflict of interest:
FY 2022-23 FY 2021-22
Number Remarks Number Remarks
Number of complaints received in relation to issues of Conflict of Interest of the Directors – NA – NA
Number of complaints received in relation to issues of Conflict of Interest of the KMPs – NA – NA
7. rovide details of any corrective action taken or underway on issues related to fines/penalties/action taken by
P
regulators/law enforcement agencies/judicial institutions, on cases of corruption and conflicts of interest.
NA
PRINCIPLE 2
BUSINESSES SHOULD PROVIDE GOODS AND SERVICES IN A MANNER THAT IS SUSTAINABLE AND SAFE
1. Percentage of R&D and capital expenditure (capex) investments in specific technologies to improve the environmental
and social impacts of product and processes to total R&D and capex investments made by the entity, respectively.
FY 2022-23 FY 2021-22
Details of improvements in environmental and social impacts
% %
Development of Born Electric Vehicles
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R&D 23 16 – Zero Tailpipe emission and improving air quality
– Reducing reliance on Fossil fuel
Development of Trem 4, Trem V, CPCB4, Stage V Technologies
– To reduce air pollution
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Capex 13 5 – Mitigate Global warming effects
E.
Electric tractor
– Concept development of e-tractor and POC completion
2.
Yes
a.
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Does the entity have procedures in place for sustainable sourcing? (Yes/No)
b. If yes, what percentage of inputs were sourced sustainably?

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The Company has been working to enhance the degree of sustainability associated with its sourcing practices under
“ONE SOURCING”. As part of the sourcing strategy, the Company has set up vendor parks near manufacturing plants,
source from tightly knit clusters, optimize logistics to reduce fuel consumption, emissions and carbon footprint. The
Company has reduced domestic wood used for packaging and supply of material by 88% from the base year of 2016.
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3. Describe the processes in place to safely reclaim your products for reusing, recycling and disposing at the end of
life, for (a) Plastics (including packaging) (b) E-waste (c) Hazardous waste and (d) other waste.
CERO, which is India's first and largest network of vehicle recycling company, is a brand under subsidiary Mahindra MSTC
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Recycling Private Limited, established in collaboration with Government of India Enterprise (GOI). CERO strives to achieve
the goal of zero pollution, wastage, and metal scrap imports.
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(a) Plastics (including packaging)

Plastic which is being removed from end-of-life vehicle is recycled through agencies authorized by the Pollution Control
Board. Granules are prepared from the plastic waste and used as raw material for making new product. The Company
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does not use any packaging material in its process.
(b) E-waste
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E-waste is recycled through recyclers authorized by the Pollution Control Board as per E-waste management Rules, 2022.
(c) Hazardous waste

All hazardous waste from the vehicle is removed before beginning the scrapping process. This includes collection of fluid
and CFC. The Hazardous waste (fluid) is sent to agencies authorized by the Pollution Control Board for recycling/refining.
(d) Other waste.

All the ferrous and non-ferrous metals are extracted from the vehicle for recycling.
4. Whether Extended Producer Responsibility (EPR) is applicable to the entity’s activities (Yes/No).
Yes
If yes, whether the waste collection plan is in line with the Extended Producer Responsibility (EPR) plan submitted
to Pollution Control Boards? If not, provide steps taken to address the same.
Yes
PRINCIPLE 3
BUSINESSES SHOULD RESPECT AND PROMOTE THE WELL-BEING OF ALL EMPLOYEES, INCLUDING THOSE IN THEIR
VALUE CHAINS
OM
1. a. Details of measures for the well-being of employees:
% of employees covered by
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Health insurance Accident insurance Maternity Benefits Paternity Benefits Day Care facilities
Category Total
(A) Number Number Number Number Number
% (B/A) % (C/A) % (D/A) % (E/A) % (F/A)
E.
(B) (C) (D) (E) (F)
Permanent employees
Male
Female
Total
11,469
777
12,246
11,469
777
12,246
100.00
100.00
100.00
11,469
777
12,246
100.00
100.00
100.00
LIN
–
777
777
0.00
100.00
100.00
11,469
–
11,469
100.00
0.00
100.00
777
777
– 0.00
100.00
100.00
Other than Permanent employees
TA
Male 966 964 99.79 964 99.79 – 0.00 958 99.17 – 0.00
Female 227 220 96.92 220 96.92 220 96.92 – 0.00 220 96.92
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Total 1,193 1,184 99.25 1,184 99.25 220 96.92 958 99.17 220 96.92
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b. Details of measures for the well-being of workers:
% of workers covered by
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Health insurance Accident insurance Maternity Benefits Paternity Benefits Day Care facilities
Category
Total (A) Number % (B/A) Number % (C/A) Number % (D/A) Number % (E/A) Number % (F/A)
(B) (C) (D) (E) (F)
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Permanent workers
Male 11,193 11,193 100.00 11,193 100.00 – 0.00 – 0.00 – 0.00
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Female 56 56 100.00 56 100.00 56 100.00 – 0.00 38 67.86

Total 11,249 11,249 100.00 11,249 100.00 56 100.00 – 0.00 38 67.86
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Other than Permanent workers

Male 35,167 21,340 60.68 21,589 61.39 – 0.00 1,692 4.81 – 0.00
Female 2,019 1,114 55.18 1,229 60.87 1,775 87.91 – 0.00 572 28.33
Total 37,186 22,454 60.38 22,818 61.36 1,775 87.91 1,692 4.81 572 28.33
2. Details of retirement benefits, for Current FY and Previous Financial Year.
FY 2022-23 FY 2021-22
No. of employees Deducted and No. of employees Deducted and
Benefits No. of workers No. of workers
covered as deposited with covered as deposited with
covered as a % covered as a %
a % of total the authority a % of total the authority
of total workers of total workers
employees (Y/N/N.A.) employees (Y/N/N.A.)
PF 100.00 100.00 Yes 100.00 100.00 Yes
Gratuity 100.00 100.00 Yes 100.00 100.00 Yes
ESI – 93.16 Yes – 90.31 Yes
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3. Accessibility of workplaces
re the premises/offices of the entity accessible to differently abled employees and workers, as per the requirements
A
of the Rights of Persons with Disabilities Act, 2016? If not, whether any steps are being taken by the entity in this
regard.
C
Yes
E.
4. Does the entity have an equal opportunity policy as per the Rights of Persons with Disabilities Act, 2016? If so,
provide a web-link to the policy.
5.
by the internal stakeholders. LIN
Yes, as per the Company’s practice, the Equal Opportunity policy is on the intranet site for the information and implementation
Return to work and Retention rates of permanent employees and workers that took parental leave.
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Permanent employees Permanent workers
Gender Return to work rate Retention rate Return to work rate Retention rate
Male 100% 75% 0%* 0%*
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Female 60% 75% 0%* 0%*

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Total 97% 75% 0%* 0%*
* In the Financial Year 2022-23, no permanent worker availed parental leave.

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6. Is there a mechanism available to receive and redress grievances for the following categories of employees and
worker? If yes, details of the mechanism in brief.
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Yes/No (If Yes, then give details of

Remark
the mechanism in brief)
Permanent Workers Yes The Company has a policy on Whistle-blower mechanism and
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Prevention of Sexual Harassment at Workplace (POSH) to

Other than Permanent Workers Yes provide a work environment that ensures every person at the
workplace is treated with respect and dignity and is afforded
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Permanent Employees Yes equal treatment. Issues relating to sexual harassment are
dealt with as per the Company's POSH Policy, the Company’s
Other than Permanent Employees Yes POSH Policy is gender neutral.
7. Membership of employees and worker in association(s) or Unions recognized by the listed entity:
FY 2022-23 FY 2021-22
No. of employees/ No. of employees/
Total employees/ Total employees/
Category workers in respective workers in respective
workers in workers in
category, who are % (B/A) category, who are % (D/C)
respective respective
part of association(s) part of association(s)
category (A) category (C)
or Union (B) or Union (D)
Total
Permanent 12,246 – 0.00% 9,831 – 0.00%
Employees
– Male 11,469 – 0.00% 9,227 – 0.00%
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– Female 777 – 0.00% 604 – 0.00%
Total
Permanent 11,249 10,188 90.57% 11,466 10,285 89.70%
Workers
C
– Male 11,193 10,169 90.85% 11,411 10,271 90.01%
– Female 56 19 33.93% 55 14 25.45%
E.
8. Details of training given to employees and workers:
FY 2022-23 FY 2021-22
Category
Total (A)
On Health and
safety measures
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On Skill upgradation
Total (D)
On Health and
safety measures
On Skill upgradation
No. (B) % (B/A) No. (C) % (C/A) No. (E) % (E/D) No. (F) % (F/D)
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Permanent Employees
Male 11,469 10,824 94.38% 11,001 95.92% 9,227 8,643 93.67% 8,587 93.06%
Female 777 700 90.09% 723 93.05% 604 538 89.07% 546 90.40%
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Total 12,246 11,524 94.10% 11,724 95.74% 9,831 9,181 93.39% 9,133 92.90%
Permanent Workers
Male 11,193 8,069 72.09% 10,578 94.51% 11,411 9,138 80.08% 9,762 85.55%
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Female 56 48 85.71% 56 100.00% 55 45 81.82% 48 87.27%

Total 11,249 8,117 72.16% 10,634 94.53% 11,466 9,183 80.09% 9,810 85.56%
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9. Details of performance and career development reviews of employees and worker:
FY 2022-23 FY 2021-22
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No. of No. of
Category Employees/ Employees/
Total (A) % (B/A) Total (C) % (D/C)
Workers Workers
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(B) (D)
Employees
Male 11,469 11,469 100.00% 9,227 9,227 100.00%
Female 777 777 100.00% 604 604 100.00%
Total 12,246 12,246 100.00% 9,831 9,831 100.00%
Workers
Male 11,193 1,006 8.99% 11,411 1,041 9.12%
Female 56 37 66.07% 55 39 70.91%
Total 11,249 1,043 9.27% 11,466 1,080 9.42%
10. Health and safety management system:
a. Whether an occupational health and safety management system has been implemented by the entity? (Yes/No).
If yes, the coverage such system?
Yes, all Plants are ISO 45001:2018 certified for OHSMS by TuV Nord.
b. What are the processes used to identify work-related hazards and assess risks on a routine and non-routine
basis by the entity?
Across all manufacturing plants, Hazard Identification and Risk Assessment- Control (HIRA) is in place for each of the
Routine and Non-Routine activities performed in plants. In addition to HIRA, the Company also identifies work related
hazards through the following processes:
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1. Process Hazard Analysis
2. Job Safety Analysis
3. Safety inspections
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4. Safety Surveys
E.
5. Internal and External Safety Audits,
6. Electrical Safety Audits,
7.
8.
Fire Audits
Plant Level Safety Committee meetings

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9. Department Level Safety committee meetings
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10. Safety Observation Tours (SoT)
c. Whether you have processes for workers to report the work-related hazards and to remove themselves from
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such risks. (Y/N)

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Yes, the Company has a Plant Safety Committee under FA1948 at each Manufacturing Plant.
d.
Do the employees/worker of the entity have access to non-occupational medical and healthcare services?
(Yes/No)
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Yes, there is an in-house Occupational Health Centre (OHC) for health checks of routine and non-routine employees.
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11. Details of safety related incidents:
Safety Incident/Number Category FY 2022-23 FY 2021-22

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Lost Time Injury Frequency Rate (LTIFR) (per one million-person hours worked) Employees – –
Workers 0.19 0.13
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Total recordable work-related injuries Employees – –

Workers 14 9
No. of fatalities Employees – –
Workers – –
High consequence work-related injury or ill-health (excluding fatalities) Employees – –
Workers – –
12. Describe the measures taken by the entity to ensure a safe and healthy workplace.
The Company has taken the following initiatives to ensure a safe and healthy workplace:
1. Conducting training for Dexterity, Induction, refresher and on-job trainings followed by test on Safety, Occupational Health
and Environment
2. Safety Observation Tours (SoT), Safety inspections as per schedule
3. Monthly Safety Theme is driven across plants
4. Walk through Safety audits and External and internal Safety audits for capturing unsafe conditions related to the
workplace and safety of employees and associates
OM
5. Fire Safety Audits
6. Electrical Safety audits
7. Behaviour based safety implantation process
C
8. Review and closure of safety observations under Daily Work Management (DWM)
9.
Environmental Monitoring, Monitoring and Measurement of workplace for Noise, Heat, Ventilation, Air and water
E.
Sampling as per scheduled program
10. Critical Equipment and Machinery Checks
11. LIN
Management of Change Process, Gap Audit, Safe Operating Procedures, Competency Training for employees and
Contractors, Employee Participation, Mechanical Integrity, Work Permit System, Incident Investigation, Compliance
Audits, Emergency Planning and Response
TA
12. Pre-startup and shutdown procedures
13. Compliance Management System
14. Management reviews with Senior Management
I
AP
15. Conducting Plant level and Department level Safety Committee meetings, HIRA sheet, Job Safety Analysis (JSA) and
Safety Inspection
13. Number of Complaints on the following made by employees and workers:

.C
FY 2022-23 FY 2021-22
Pending Pending
Filed during Filed during
W
resolution at Remarks resolution at Remarks

the year the year
the end of year the end of year
Working Conditions – – NA – – NA
W
Health and Safety – – NA – – NA

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14. Assessments for the year:
% of your plants and offices that were assessed

(by entity or statutory authorities or third parties)
Health and safety practices 100.00
Working Conditions 100.00
15. Provide details of any corrective action taken or underway to address safety-related incidents (if any) and on
significant risks/concerns arising from assessments of health and safety practices and working conditions.
HIRA - C is a dynamic document that is updated and reviewed periodically for all activities and operations performed in the
plant. If there is any Near Miss and/or Injury Incident, the HIRA sheet is revised with adequate control measures and is then
implemented for performing the respective activities.
PRINCIPLE 4
BUSINESSES SHOULD RESPECT THE INTERESTS OF AND BE RESPONSIVE TO ALL ITS STAKEHOLDERS
1. Describe the processes for identifying key stakeholder groups of the entity.
The Company identifies its stakeholders based on the Value Chain of the businesses and how they influence the Company.
The Company also believes in being a neighbour of choice and works in consultation with neighbourhood communities in
and around the vicinity of its business operation as well as in some of the aspirational districts beyond the neighbourhood.
2. ist stakeholder groups identified as key for your entity and the frequency of engagement with each stakeholder
L
group.
OM
Stakeholder Whether identified Channels of communication Frequency of Purpose and scope of
Group as Vulnerable and (Email, SMS, Newspaper, engagement (Annually/ engagement including key
Marginalized Group Pamphlets, Advertisement, Half yearly/Quarterly/ topics and concerns raised
(Yes/No) Community Meetings, Notice others - please specify) during such engagement
C
Board, Website), Other
Shareholders No Website, E-mail, Newspaper, Quarterly/Event based Dissemination of information
E.
dissemination of information having a bearing on the
on the website of the Stock performance/operations of
Exchanges, Press Releases, the Company including price
Annual Reports, General sensitive information, updating
Meetings,
Investors Meets
Institutional
LIN Shareholders on various
statutory requirements with
respect to their shareholding
in the Company, addressing
shareholders’ queries at the
TA
General Meetings, earnings call
with institutional investors/
analysts in respect of quarterly/
half-yearly/annual financial
results
I
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Employees No Website, E-mail, Newsletters Regular Open and transparent

communication. Addressing
employees’ questions and
clarifications
Community No Community Meetings Regular Project progress and benefits
.C
Suppliers No Website, E-mail, Newsletters Regular Business Model Resilience,

Supply Chain Management,
Materials Sourcing and Material
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Efficiency
Dealers No Website, E-mail Regular Service Quality, Sustainability
and Creating Customer Delight
W
Customer No Website, E-mail, Newsletters Regular Product Quality and Safety,

Selling Practices and Product
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Labelling, Access and

Affordability
PRINCIPLE 5
BUSINESSES SHOULD RESPECT AND PROMOTE HUMAN RIGHTS
1. Employees and workers who have been provided training on human rights issues and policy(ies) of the entity:
FY 2022-23 FY 2021-22
No. of No. of
Category employees/ employees/
Total (A) % (B/A) Total (C) % (D/C)
workers covered workers covered
(B) (D)
OM
Employees
Permanent 12,246 11,026 90.04% 9,831 8,848 90.00%
Other than permanent 1,193 864 72.42% 1,334 1,173 87.93%
Total Employees 13,439 11,890 88.47% 11,165 10,021 89.75%
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Workers
Permanent 11,249 10,143 90.17% 11,466 10,060 87.74%
E.
Other than permanent 37,186 28,800 77.45% 26,329 22,116 84.00%
Total Workers 48,435 38,943 80.40% 37,795 32,176 85.13%
2. Details of minimum wages paid to employees and workers: LIN

FY 2022-23 FY 2021-22
TA
Equal to Minimum More than Minimum Equal to Minimum More than Minimum
Category
Total (A) Wage Wage Total (D) Wage Wage
No. (B) % (B/A) No. (C) % (C/A) No. (E) % (E/D) No. (F) % (F/D)
I
Employees
AP
Permanent 12,246 – 0.00 12,246 100.00 9,831 – 0.00 9,831 100.00
Male 11,469 – 0.00 11,469 100.00 9,227 – 0.00 9,227 100.00

Female 777 – 0.00 777 100.00 604 – 0.00 604 100.00
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Other than
permanent 1,193 – 0.00 1,193 100.00 1,334 – 0.00 1,334 100.00
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Male 966 – 0.00 966 100.00 1,187 – 0.00 1,187 100.00

Female 227 – 0.00 227 100.00 147 – 0.00 147 100.00
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Workers
Permanent 11,249 – 0.00 11,249 100.00 11,466 81 0.71 11,385 99.29
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Male 11,193 – 0.00 11,193 100.00 11,411 81 0.71 11,330 99.29

Female 56 – 0.00 56 100.00 55 – 0.00 55 100.00
Other than
permanent 37,186 11,128 29.93 26,058 70.07 26,329 8,401 31.91 17,928 68.09
Male 35,167 10,648 30.28 24,519 69.72 25,600 8,110 31.68 17,490 68.32
Female 2,019 480 23.77 1,539 76.23 729 292 40.05 437 59.95
3. Details of remuneration/salary/wages:
Male Female
Median remuneration/salary/ Median remuneration/salary/
Number wages of respective category Number wages of respective category
(Rs.) (Rs.)
Board of Directors (BoD) 9# 0.64 Cr. 3 0.56 Cr.
Key Managerial Personnel 4* 9.21 Cr. – –
Employees other than BoD and
11,469 0.17 Cr. 777 0.14 Cr.
KMP
Workers 11,193 0.06 Cr. 56 0.04 Cr.
OM
#

Includes one of the Non-Executive Non-Independent Directors who has waived his right to receive sitting fees/remuneration during his tenure as a Non-
Executive Non-Independent Director of the Company.
* Includes Managing Director & CEO and Executive Director & CEO (Auto and Farm Sector) who are also covered in the number of directors on the Board.
C
4. Do you have a focal point (Individual/Committee) responsible for addressing human rights impacts or issues caused
or contributed to by the business? (Yes/No)
E.
Yes, there is a Ethics helpline that addresses all such issues, which has a structured mechanism for closure.
5. Describe the internal mechanisms in place to redress grievances related to human rights issues.
LIN
The Company has Policy on Prevention of Sexual Harassment at Workplace (“POSH”) and Ethics and Governance Policy
which include stringent SOPs for human rights grievance redressal with respect to sexual harassment and ethical practices.
Further, the Company has an initiative SPEAK UP to spread awareness about POSH. As a part of Speak UP Awareness
campaign, case studies on corruption and harassment have been prepared which are circulated to the ethics counsellors
TA
along with the SPEAK UP presentations. The ethics counsellors then conduct SPEAK UP awareness sessions for officers
and workmen covering various case studies. Leadership messages on SPEAK UP are also circulated on a timely basis. Thus,
zero tolerance towards any human rights violation is ensured diligently in the Company.
I
AP
6. Number of Complaints on the following made by employees and workers:
FY 2022-23 FY 2021-22
Pending Pending
.C
Filed during Filed during

resolution at Remarks resolution at Remarks
the year the year
the end of year the end of year
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Complaints
have been
NA resolved
Sexual Harassment 9 – 9 2
subsequent to
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the end of the

year
Discrimination at
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– – NA – – NA
workplace
Child Labour – – NA – – NA
Forced Labour/ – NA – NA
– –
Involuntary Labour
Wages – – NA – – NA
Other human rights NA NA

– – – –
related issues
7. Mechanisms to prevent adverse consequences to the complainant in discrimination and harassment cases.
The Company has policies and laid down processes on discrimination at workplace, POSH and Ethics and Governance, which
include stringent SOPs for human rights grievance redressal with respect to sexual harassment and ethical practices.
8. Do human rights requirements form part of your business agreements and contracts? (Yes/No)
Yes, the Company has a policy on zero child labour, zero tolerance for discrimination at workplace and other human rights
violations which extends to supply chain as well.
9. Assessments for the year:
% of your plants and offices that were assessed

(by entity or statutory authorities or third parties)
Child labour 100.00
Forced/involuntary labour 100.00
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Sexual harassment 100.00
Discrimination at workplace 100.00
Wages 100.00
C
Others - please specify NA
E.
10. P
rovide details of any corrective actions taken or underway to address significant risks/concerns arising from the
assessments at Question 9 above.
NA
PRINCIPLE 6
LIN
BUSINESSES SHOULD RESPECT AND MAKE EFFORTS TO PROTECT AND RESTORE THE ENVIRONMENT
TA
1. Details of total energy consumption (in Joules or multiples) and energy intensity:
I
AP
Parameter Please specify unit FY 2022-23 FY 2021-22

Total electricity consumption (A) GJ – Giga Joules 15,03,823 12,15,079
Total fuel consumption (B) GJ – Giga Joules 9,64,392 9,06,955
.C
Energy consumption through other sources (C) GJ – Giga Joules – –

Total energy consumption (A+B+C) GJ – Giga Joules 24,68,215 21,22,034
Energy intensity per rupee of turnover
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GJ – Giga Joules NA NA
(Total energy consumption/turnover in rupees)
Energy intensity (optional) - the relevant metric may be GJ – Giga Joules/Eq Vehicle Automotive Sector: 1.264 Automotive Sector: 1.583
selected by the entity Giga Joules/Eq Tractor Farm Sector: 1.303 Farm Sector: 1.417
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Note: Indicate if any independent assessment/evaluation/assurance has been carried out by an external agency? (Y/N)
If yes, name of the external agency.
W
Yes, KPMG Assurance and Consulting Services LLP.
2. oes the entity have any sites/facilities identified as designated consumers (DCs) under the Performance, Achieve
D
and Trade (PAT) Scheme of the Government of India? (Y/N) If yes, disclose whether targets set under the PAT
scheme have been achieved. In case targets have not been achieved, provide the remedial action taken, if any
No
3. Details of the following disclosures related to water:

Water withdrawal by source (in kilolitres)
(i) Surface water Kilolitres 95,447 64,755
(ii) Groundwater Kilolitres 5,93,344 5,17,511
(iii) Third party water Kilolitres 12,18,354 9,08,311
(iv) Seawater/desalinated water Kilolitres – –
(v) Others Kilolitres 1,19,922 1,12,909
Total volume of water withdrawal (in kilolitres)
Kilolitres 20,27,067 16,03,486
(i + ii + iii + iv + v)
Total volume of water consumption (in kilolitres) Kilolitres 20,27,067 16,03,486
OM
Water intensity per rupee of turnover (Water consumed/
Kilolitres NA NA
turnover)
Water intensity (optional) - the relevant metric may be Kilolitres/Eq Vehicle Automotive Sector: 1.204 Automotive Sector: 1.348
selected by the entity Kilolitres/Eq Tractor Farm Sector: 0.768 Farm Sector: 0.846
C
E.
4. Has the entity implemented a mechanism for Zero Liquid Discharge? If yes, provide details of its coverage and
implementation.
LIN
• Yes, zero liquid discharge is one of the main focus areas among all environment related initiatives. No water goes out
from the Company‘s site boundary untreated except rainwater through dedicated storm water drains.
• Most of the plants have rainwater recharging pits for injecting rainwater into deep aquifers.
TA
• Though the Company relies more heavily on freshwater, recycled water is, and will continue to be, important for the
Company to secure enough water to manufacture vehicles and parts. The Company recycles 44% of fresh water
through waste water recycling plants.
I
• Domestic wastewater is recycled through STP (sewage treatment plant) and process wastewater through ETP (effluent
AP
treatment plant). Each STP and ETP treatment plants have got 3 levels of treatment i.e., Primary, Secondary and Tertiary.
In primary treatment through HRSCC (high-rate solid contact clarifier) all suspended solids are removed. In secondary
treatment, through MBBR technology, BOD +COD levels are controlled well below the permissible limit. In tertiary
treatment, through Carbon, sand filtration and disinfection units (UV/chlorination) bacteria and viruses are removed.
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• A portion of recycled water is further treated in reverse osmosis plant (to make it compatible for process and cooling requirement)
and the remaining portion of treated water goes into gardening to the existing green belt created within operations boundary.
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5. Details of air emissions (other than GHG emissions) by the entity:

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NOx tCO2e 11.68 4.38
SOx
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tCO2e 10.72 7.04

Particulate matter (PM) tCO2e 15.99 8.98
Persistent organic pollutants (POP) tCO2e NA NA
Volatile organic compounds (VOC) tCO2e NA NA
Hazardous air pollutants (HAP) tCO2e NA NA
Others - please specify NA NA NA

6. Details of greenhouse gas emissions (Scope 1 and Scope 2 emissions) and its intensity:
Parameter Unit FY 2022-23 FY 2021-22

Total Scope 1 emissions (Break-up of the GHG into CO2, CH4,
tCO2e 58,935 55,451
N2O, HFCs, PFCs, SF6, NF3, if available)
Total Scope 2 emissions (Break-up of the GHG into CO2, CH4,
tCO2e 2,02,306 2,33,939
N2O, HFCs, PFCs, SF6, NF3, if available)
Total Scope 1 and Scope 2 emissions per rupee of turnover NA NA NA
Total Scope 1 and Scope 2 emission intensity (optional) - the tCO2e/Eq Vehicle tCO2e/ Automotive Sector: 0.105 Automotive Sector: 0.204
relevant metric may be selected by the entity Eq Tractor Farm Sector: 0.177 Farm Sector: 0.207
OM
7. Does the entity have any project related to reducing Green House Gas emission? If Yes, then provide details:
C
• Yes, the Company is committed to becoming Carbon Neutral by 2040. It is also committed for Science Based Target
E.
(SBT) to de-carbonize its growth and thus contributing to keep global temperature rise below 2 degrees Celsius as per
Paris accord 2015.
o Adoption of Renewable energy through solar and windmills

LIN
• The Company has a robust roadmap for achieving these commitments through improvement in energy efficiency and
adoption of renewable energy. Few of the initiatives to reduce Green House Gas emission are mentioned below:
o Adoption of clean energy i.e., through switching over from HSD to PNG
TA
o Replacement of conventional air circulators with BLDC technology air circulators
o Radiant cooling system to optimize the HVAC operating load

I
o Replacement of old conventional lights with LED’s

AP
o Installation of energy efficient air compressor
o Replacement of old motors with premium efficiency IE3 motors

.C
o Installation of Energy efficient inverter split AC’s
o Installation of auto shut off valves for compressed air

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o Waste heat recovery from air compressors
o Installation of IT guns for spot welding etc

W
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8. Details related to waste management by the entity:
Parameter Parameter FY 2022-23 FY 2021-22

Total Waste generated (in metric tonnes)
Plastic waste (A) metric tonnes 2,753.4 2,033.2
E-waste (B) metric tonnes 128.7 105.47
Bio-medical waste (C) metric tonnes 0.56 0.57
Construction and demolition waste (D) metric tonnes 236.9 12.4
Battery waste (E) metric tonnes 143.1 118.1
OM
Radioactive waste (F) metric tonnes – –
Other Hazardous waste. Please specify, if any. (G) metric tonnes 8,037.6 5,626.7
Other Non-hazardous waste generated (H). Please specify, if any. (Break-up by composition
metric tonnes 1,46,622.6 1,14,520.1
i.e. by materials relevant to the sector)
C
Total (A + B + C + D + E + F + G + H) metric tonnes 1,57,922.9 1,22,416.54
For each category of waste generated, total waste recovered through recycling,
E.
re-using or other recovery operations (in metric tonnes)
Category of waste
(i)
(ii)
(iii)
Recycled
Re-used
Other recovery operations
LIN metric tonnes
metric tonnes
metric tonnes
97,266.4
0.0
1,762.3
83,182
215
–
Total metric tonnes 99,028.7 83,397.00
TA
For each category of waste generated, total waste disposed by nature of disposal
method (in metric tonnes)
Category of waste
I
AP
(i) Incineration metric tonnes 4,738.4 678

(ii) Landfilling metric tonnes 53,668.7 35,057
(iii) Other disposal operations metric tonnes 487.1 3,276
.C
Total metric tonnes 58,894.2 39,011.00
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9. riefly describe the waste management practices adopted in your establishments. Describe the strategy adopted
B
by your company to reduce usage of hazardous and toxic chemicals in your products and processes and the
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practices adopted to manage such wastes.
• The Company has robust waste management process and aims to be Zero Waste to Landfill for all its sites by 2030.
• The Company’s approach to waste management is that of a circular economy aimed at eliminating waste and the
continual use of resources. In a circular economy, waste materials and energy become input for other processes or as
regenerative resources for nature.
• The Company is committed to responsible disposal as per all applicable norms, leading to better ecosystems. When the
waste diversion rate for any company is 99% or more then it can be declared as “Zero Waste to Landfill”.
• Landfill diversion can occur through recycling which can include glass, paper, metal, plastic, textile, or electronics
(E-Waste), lead batteries etc.
• Organic Waste can be diverted to biological treatment through which the waste is reused. Another method is the
thermal treatment (incineration) with the generation of power.
• Hazardous waste such as paint sludge, oily cotton waste can be diverted to coprocessing operation, which can be
reused as a resource (fuel) for cement industries. It can be also recycled as raw material.
• Food waste generated at manufacturing plants are moved to the biogas plant for biogas generation. All the non-
hazardous waste, which is generated inside the plant like metal, non-metal parts are being recycled.
• Implementing “Zero Waste to Landfill” program resulted in not only environmental benefit but also in business benefit.
The Company started looking at all the Company’s waste as a valuable resource and started converting it into wealth.
This is also called Waste Circular Economy in which the Company’s waste is used as a resource for someone.
OM
10. If the entity has operations/offices in/around ecologically sensitive areas (such as national parks, wildlife sanctuaries,
biosphere reserves, wetlands, biodiversity hotspots, forests, coastal regulation zones etc.) where environmental
approvals/clearances are required, please specify details:
C
S. Location of Type of operations Whether the conditions of environmental approval/ If no, the reasons
No. operations/offices clearance are being complied with? (Y/N) there of and
E.
corrective action
taken, if any.
1 NA NA NA NA
LIN
11. Details of environmental impact assessments of projects undertaken by the entity based on applicable laws, in the
current financial year:
TA
Name and brief EIA Notification No. Date Whether Results communicated in Relevant Web link
details of project conducted by public domain (Yes/No)
independent
external agency
I
(Yes/No)
AP
NA NA NA NA NA NA
12. Is the entity compliant with the applicable environmental law/regulations/guidelines in India; such as the Water
.C
(Prevention and Control of Pollution) Act, Air (Prevention and Control of Pollution) Act, Environment protection act
and rules thereunder (Y/N).
Yes
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If not, details of all such non-compliances:

W
S. Specify the law/ Provide details Any fines/penalties/action taken by regulatory agencies Corrective action
No. regulation/ of the such as pollution control boards or by courts taken, if any
guidelines which non-compliance
W
was not complied

with
1 NA NA NA NA
PRINCIPLE 7
BUSINESSES, WHEN ENGAGING IN INFLUENCING PUBLIC AND REGULATORY POLICY, SHOULD DO SO IN A MANNER THAT
IS RESPONSIBLE AND TRANSPARENT
1. a. Number of affiliations with trade and industry chambers/associations.
6
b. List the top 10 trade and industry chambers/associations (determined based on the total members of such
body) the entity is a member of/affiliated to.
OM
S. Name of the trade and industry chambers/associations Reach of trade and industry chambers/associations (State/
No. National)
1 The Associated Chambers of Commerce and Industry of India National
(ASSOCHAM)
C
2 Bombay Chamber of Commerce and Industry (BCCI) State
E.
3 Confederation of Indian Industry (CII) National
4 Federation of Indian Chambers of Commerce and Industry (FICCI) National
5 The Employers' Federation of India (EFI) National
6 Society of Indian Automobile Manufacturers (SIAM)
LIN
National
2. Provide details of corrective action taken or underway on any issues related to anti-competitive conduct by the entity, based on adverse
orders from regulatory authorities.
TA
Name of authority Brief of the case Corrective action taken
NA NA NA
I
AP
PRINCIPLE 8
BUSINESSES SHOULD PROMOTE INCLUSIVE GROWTH AND EQUITABLE DEVELOPMENT
.C
1. Details of Social Impact Assessments (SIA) of projects undertaken by the entity based on applicable laws, in the
current financial year.
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Name and brief SIA notification Date of Whether conducted by Results communicated Relevant Web Link
details of project No. notification independent external in public domain
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agency (Yes/No) (Yes/No)

NA NA NA NA NA NA
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The Company did not start any greenfield project in the reporting year, and hence, no community group was rehabilitated and
resettled for any project. Therefore, the question is not applicable.
2. Information on project(s) for which ongoing Rehabilitation and Resettlement (R&R) is being undertaken by your entity:
S. No. Name of Project State District No. of Project % of PAFs Amounts paid to
for which R&R is Affected Families covered by R&R PAFs in the
ongoing (PAFs) FY (In INR)
NA NA NA NA NA NA NA
The Company did not start any greenfield project in the reporting year, and hence, no community group was rehabilitated and
resettled for any project. Therefore, the question is not applicable.
3. Describe the mechanism to receive and redress grievances of the community.

NA
4. Percentage of input material (inputs to total inputs by value) sourced from suppliers:
FY 2022-23 FY 2021-22
Directly sourced from MSMEs/small producers 11% 12%
Sourced directly from within the district and neighbouring districts 78% 68%
PRINCIPLE 9
BUSINESSES SHOULD ENGAGE WITH AND PROVIDE VALUE TO THEIR CONSUMERS IN A RESPONSIBLE MANNER
OM
1. Describe the mechanisms in place to receive and respond to consumer complaints and feedback.
The Mahindra Relationships Center (MRC) manages Toll free numbers, Social Media Platforms and an email address through
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which consumer can raise their complaints.
2. Turnover of products and/services as a percentage of turnover from all products/service that carry information about:
E.
As a percentage to total turnover
Environmental and social parameters relevant to the product
Safe and responsible usage
Recycling and/or safe disposal
LIN 100.00
100.00
100.00
3. Number of consumer complaints in respect of the following:

TA
FY 2022-23 FY 2021-22
(Current Financial Year) (Previous Financial Year)
Received Pending Received Pending
I
during the resolution at Remarks during the resolution at Remarks

AP
year end of year year end of year

Data privacy – – NA – – NA
Advertising – – NA – – NA
.C
Cyber-security – – NA – – NA
Delivery of essential services – – NA – – NA
Restrictive Trade Practices – – NA – – NA
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Unfair Trade Practices – – NA – – NA

Other (Consumer Complaints) 65,330 1,863 – 51,151 1,061 –
W
4. Details of instances of product recalls on account of safety issues:

W
Number Reasons for recall

Voluntary recalls – NA
Forced recalls – NA
5. Does the entity have a framework/policy on cyber security and risks related to data privacy? (Yes/No) If available, provide a
web-link of the policy.
Yes, https://mahindra.com/privacy-policy.
6. Provide details of any corrective actions taken or underway on issues relating to advertising, and delivery of essential services;
cyber security and data privacy of customers; re-occurrence of instances of product recalls; penalty/action taken by regulatory
authorities on safety of products/services.
NA
Financial Position at a Glance

Rupees crores
As per Ind AS and Schedule III of As per previous

the Companies Act, 2013 GAAP and
Schedule III of the
Companies Act,
2013
2023 2022* 2021 2020 2019 2018 2017 2016 2015 2014
Property, Plant and Equipment

and Intangible Assets 19,761 20,167 18,137 14,404 12,502 10,988 9,811 9,158 7,766 7,105
OM
Investments 27,087 24,204 21,783 19,938 22,016 20,583 17,908 13,547 13,139 11,380
Inventories 8,881 5,970 4,783 3,401 3,839 2,702 2,758 2,688 2,438 2,804
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Trade Receivable/Debtors 4,042 3,039 2,203 2,999 3,946 3,173 2,939 2,512 2,558 2,510
Other Non Current/Current Assets 16,009 13,226 14,659 9,760 10,394 10,001 6,297 7,594 6,181 7,490
E.
Borrowings and Lease Liabilities 5,026 6,743 7,786 2,932 2,480 2,864 2,773 1,844 2,620 3,745
Non Current/Current Liabilities

and Provisions
Deferred Tax Liabilities/(Assets)

25,927 19,903 17,378 11,694
LIN 15,373 14,011 10,409 10,773 9,230 9,863
(Net) 1,470 1,762 1,450 1,408 634 277 (255) 460 222 890
TA
Equity Capital 599 598 597 597 596 595 297 296 296 295
Other Equity 42,758 37,600 34,354 33,871 33,613 29,699 26,489 22,127 19,714 16,496
I
Net Worth 43,357 38,198 34,951 34,468 34,209 30,294 26,786 22,423 20,009 16,791
AP
Book Value Per Share (Rupees) 361.87 319.22 292.53 288.91 287.09 + 254.59 451.23 378.36 338.34 284.26
+ Book Value Per Share is adjusted for Bonus Shares alloted in the ratio of 1:1 during December 2017.
.C
* Refer note 44(B) to the Financial Statements.

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Summary of Operations
Rupees crores
As per Ind AS and Schedule III As per previous GAAP and Schedule III
of the Companies Act, 2013 of the Companies Act, 2013
2023 2022* 2021 2020 2019 2018 2017 2016 2015 2014
Income 87,505 59,841 45,829 47,156 55,303 50,481 48,729 44,489 41,481 43,838
Materials 64,558 42,560 30,177 31,633 38,256 34,135 32,081 29,516 27,955 29,432
Excise Duty — — — — — 759 3,330 2,764 2,188 2,612
OM
Employee Benefits Expense 3,650 3,330 3,252 2,880 2,980 2,841 2,714 2,349 2,317 2,164
Finance Costs/Interest 273 226 396 113 113 112 160 186 214 259
Depreciation, amortisation and
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impairment expense 3,154 2,498 2,370 2,223 1,860 1,479 1,526 1,068 975 863
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Other Expenses 6,310 4,869 4,244 5,177 5,738 5,487 4,743 4,390 3,999 4,191
Exceptional items (1,430) (209) (3,087) (2,014) (30) 434 548 69 336 52
Profit before tax for the year
Tax for the year

8,131
1,582
6,148
1,278
2,303
1,319
3,116
1,785
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1,529
6,102
1,746
4,723
1,080
4,284
1,080
4,169
848
4,369
611
Balance profit 6,549 4,870 984 1,331 4,796 4,356 3,643 3,205 3,321 3,758
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Dividend (including tax thereon) #2,021 1,436 1,088 292 1,187 1,055 925 841 847 963
Equity Dividend (%) 325 231 175 47 170 150 260 240 240 280
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Earnings Per Share (Rupees) ^ 54.7 40.73 8.24 11.16 40.29 36.64 30.69 26.52 28.12 31.83
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Vehicles produced/
purchased (Units) 7,02,407 4,52,203 3,51,619 4,66,253 6,18,412 5,46,974 4,99,117 4,96,859 4,64,799 5,06,035
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Vehicles sold (Units) 6,98,456 4,65,601 3,48,621 4,71,141 6,07,548 5,48,508 5,06,624 4,94,096 4,64,850 5,07,176
Tractors produced (Units) 4,15,832 3,55,299 3,49,262 2,95,126 3,35,519 3,15,759 2,72,308 2,17,383 2,24,330 2,77,425
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Tractors sold (Units) 4,03,981 3,50,981 3,51,431 2,98,927 3,27,033 3,17,531 2,63,177 2,14,173 2,34,766 2,68,487
^ Adjusted for Bonus Shares alloted in the ratio of 1:1 during December 2017.
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# Proposed Dividend.
* Refer note 44(B) to the Financial Statements.
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Financial Highlights
PAT growth over Net Income (Rupees crores) Earnings Per Share (Rs.)
100000 Net Income 10000 60.00

PAT 54.70
90000 87505 9000
50.00
80000 8000
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40.29 40.73
70000 6549 7000
40.00
59841
60000 6000
Net Income
55303
EPS (Rs.)
4870
PAT
50000 4796 47156 5000 30.00
45829
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40000 4000
E.
20.00
30000 3000
20000 2000
10000
0
1331
984
1000
0
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0.00
11.16
8.24
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FY2019 FY2020 FY2021 FY2022 FY2023 FY2019 FY2020 FY2021 FY2022 FY2023
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Debt Equity Ratio Segmental Revenue

F-2023
0.50
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Others
3.2%
0.40
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Farm
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0.30 Equipment
28.2%
Times
0.22
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0.20 0.17
0.11
Automotive
0.09 68.6%
0.10 0.08
0.00
FY2019 FY2020 FY2021 FY2022 FY2023

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Independent Auditors’ Report to the Members of Mahindra & Mahindra Limited

Report on the Audit of the Standalone Financial Statements
Opinion
We have audited the standalone financial statements of Mahindra & Mahindra Limited (the “Company”) which comprise the standalone balance sheet as
at 31 March 2023, and the standalone statement of profit and loss (including other comprehensive income), standalone statement of changes in equity
and standalone statement of cash flows for the year then ended, and notes to the standalone financial statements, including a summary of significant
accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the
information required by the Companies Act, 2013 (“Act”) in the manner so required and give a true and fair view in conformity with the accounting
principles generally accepted in India, of the state of affairs of the Company as at 31 March 2023, and its profit and other comprehensive loss, changes
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in equity and its cash flows for the year ended on that date.
Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those
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SAs are further described in the Auditor’s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of
the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that
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are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other
ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our opinion on the standalone financial statements.
Key Audit Matters

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Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of
the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these matters.
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Impairment assessment of certain long-term investments in subsidiaries, joint ventures and associates
The key audit matter How the matter was addressed in our audit
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The Company has long-term investments in subsidiaries, joint ventures Our audit procedures included:
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and associates (collectively “the investments”) aggregating Rs. 17,539

• Assessed the design, implementation and operating effectiveness of
crores as at 31 March 2023. The Company records the investments
key controls in respect of the Company’s impairment assessment
at cost less any provision for impairment loss. Changes in business
process, including the approval of forecasts and valuation models;
environment, including market or economic environment, geopolitical
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situation and general inflationary trend could have a significant impact • Obtained an understanding of various external factors impacting the
on the valuation of certain investments. Investments where an indication recoverable value of the investment as at the end of the reporting
based on these factors exist, are tested for impairment at the end of period;
the reporting period.
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• Tested the key VIU assumptions used in estimating future cash flows
The Company determines the recoverable value of such investments such as revenue volumes and prices, operating costs, inflation and
and compares it to its carrying amount to determine impairment loss. growth rates by comparing these inputs with externally derived data,
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The recoverable value is determined basis following key assumptions: past performances, consistency with the Board approved investment
plans and knowledge of the industry;
• projected future cash inflows;
• Involved valuation specialists, as applicable, to evaluate the
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• expected growth rate; discount rate; terminal growth rate;

assumptions including the discount rates used in VIU calculations;
• comparison of price and market multiples
• Evaluated past performance where relevant, and assessed historical
The recoverable amount, which is the higher of the market value or Value accuracy of the forecast produced by management; and
In Use (VIU) or fair value less cost of disposal of such investments, is
• Assessed the adequacy of disclosures on key judgements, assumptions
estimated and the impairment loss, if any, is recognised in the statement
and quantitative data with respect to impairment losses.
of profit and loss and carrying amount of investments is reduced to its
recoverable amount.
See Note 2(d)(iv) to the Standalone financial statements.

Impairment assessment of tangible assets and development expenditure capitalised and currently under development
The Company’s automotive and trucks and buses Cash Generating Units Our audit procedures included:
(‘Auto CGU’) have aggregate tangible assets of Rs. 10,748 crores, which
• Assessed the design, implementation and operating effectiveness of
includes property, plant and equipment of Rs. 10,040 crores and Rs. 708
key controls in respect of the Company’s impairment assessment
crores of capital-work-in-progress as at 31 March 2023. Further, the Auto
process, including the approval of forecasts and valuation models;
CGU has Rs. 3,620 crores of development expenditure capitalized, and
Rs. 956 crores of intangible assets under development. • Tested the key VIU assumptions used in estimating future cash flows
such as revenue volumes and prices, operating costs, inflation and
Changes in business environment, including market or economic growth rates by comparing these inputs with externally derived data,
environment, geopolitical situation and general inflationary trend could past performances, consistency with the Board approved investment
have a significant impact on the valuation of the tangible and intangible
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plans and knowledge of the industry;
assets of the Auto CGU. The tangible and intangible assets of the Auto CGU
are tested for impairment periodically. The Company assesses the carrying • Involved valuation specialists as applicable, to evaluate the
amounts of the tangible and intangible assets to determine indicators of assumptions including the discount rates used in VIU calculations;
impairment loss as the recoverable values rely on certain assumptions and • Evaluated past performance where relevant, and assessed historical
estimates of future performance which impact the valuation. If any such accuracy of the forecast produced by management;
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indication exists, the recoverable amount which is the higher of VIU or fair
value less cost to sell of the Auto CGU, is estimated and the impairment • Evaluated the stage of development of the intangible assets,
judgments used for expected probable economic benefits and
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loss is recognised in the statement of profit and loss. The carrying amount
of the tangible and intangible assets of Auto CGU is reduced to its associated expenditures, and their assessment of feasibility of the
recoverable amount. projects; and
See Note 2(g) to the Standalone financial statements.
Other Information
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• Assessed the adequacy of disclosures on key judgements, assumptions
and quantitative data with respect to impairment losses.
The Company’s Management and Board of Directors are responsible for the other information. The other information comprises the information
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included in the Company’s annual report, but does not include the financial statements and auditor’s report thereon. The Company’s annual report
is expected to be made available to us after the date of this auditor’s report.
Our opinion on the standalone financial statements does not cover the other information and we will not express any form of assurance
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conclusion thereon.
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In connection with our audit of the standalone financial statements, our responsibility is to read the other information identified above when it
becomes available and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or
our knowledge obtained in the audit, or otherwise appears to be materially misstated.
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When we read the Company’s annual report, if we conclude that there is a material misstatement therein, we are required to communicate the
matter to those charged with governance and take necessary actions, as applicable under the relevant laws and regulations.
Management’s and Board of Directors’ Responsibilities for the Standalone Financial Statements
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The Company’s Management and Board of Directors are responsible for the matters stated in Section 134(5) of the Act with respect to the
preparation of these standalone financial statements that give a true and fair view of the state of affairs, profit/ loss and other comprehensive
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income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including
the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act. This responsibility also includes maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and
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detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are
reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively
for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone
financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the standalone financial statements, the Management and Board of Directors are responsible for assessing the Company’s ability
to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting
unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The Board of Directors is also responsible for overseeing the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of
assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected
to influence the economic decisions of users taken on the basis of these standalone financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit.
We also:
• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and
perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our
opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may
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involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the
circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the company has
adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.
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• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made
by the Management and Board of Directors.
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• Conclude on the appropriateness of the Management and Board of Directors use of the going concern basis of accounting in
preparation of standalone financial statements and, based on the audit evidence obtained, whether a material uncertainty exists related
to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that
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a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the standalone
financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence
obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a
going concern.
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• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether
the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and
significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
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We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence,
and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the
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audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our
auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine
that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to
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outweigh the public interest benefits of such communication.

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Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”) issued by the Central Government of India in terms of
Section 143(11) of the Act, we give in the “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the
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extent applicable.
2. A. As required by Section 143(3) of the Act, we report that:
a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary
for the purposes of our audit.
b. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our
examination of those books.
c. The standalone balance sheet, the standalone statement of profit and loss (including other comprehensive income), the
standalone statement of changes in equity and the standalone statement of cash flows dealt with by this Report are in
agreement with the books of account.
d. In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act.
e. On the basis of the written representations received from the directors as on 31 March 2023 taken on record by the Board
of Directors, none of the directors is disqualified as on 31 March 2023 from being appointed as a director in terms of Section
164(2) of the Act.
f. With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the
operating effectiveness of such controls, refer to our separate Report in “Annexure B”.
B. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies
(Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
a. The Company has disclosed the impact of pending litigations as at 31 March 2023 on its financial position in its standalone
financial statements - Refer Note 43 to the standalone financial statements.
b. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses,
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if any, on long-term contracts including derivative contracts – Refer Note 38 to the standalone financial statements.
c. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by
the Company.
d. (i) The management has represented that, to the best of its knowledge and belief, other than as disclosed in the Note 41 to
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the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or
share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including
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foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary
shall directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of
the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

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(ii) The management has represented that, to the best of its knowledge and belief, no funds have been received by the
Company from any person(s) or entity(ies), including foreign entities (“Funding Parties”), with the understanding, whether
recorded in writing or otherwise, that the Company shall directly or indirectly, lend or invest in other persons or entities
identified in any manner whatsoever by or on behalf of the Funding Parties (“Ultimate Beneficiaries”) or provide any
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guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(iii) Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances,
nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule
11(e), as provided under (i) and (ii) above, contain any material misstatement.
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e. The final dividend paid by the Company during the year, in respect of the same declared for the previous year, is in accordance
with Section 123 of the Act to the extent it applies to payment of dividend.
As stated in Note 17 to the standalone financial statements, the Board of Directors of the Company has proposed final dividend
for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend declared is
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in accordance with Section 123 of the Act to the extent it applies to declaration of dividend.
f. As proviso to rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable for the Company only with effect from
1 April, 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 is not applicable.
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C. With respect to the matter to be included in the Auditor’s Report under Section 197(16) of the Act:
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In our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its directors
during the current year is in accordance with the provisions of Section 197 of the Act. The remuneration paid to any director is not
in excess of the limit laid down under Section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under
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Section 197(16) of the Act which are required to be commented upon by us.
For B S R & Co. LLP

Firm’s Registration No. 101248W/W-100022
Partner
Place : Mumbai Membership No. 113156
Date : 26 May, 2023 ICAI UDIN: 23113156BGYUJH2095
Annexure A to the Independent Auditors’ report on the standalone financial statements of

Mahindra & Mahindra Limited for the year ended 31 March 2023
(Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)
(i) (a) (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and
Equipment.
(B) The Company has maintained proper records showing full particulars of intangible assets.
(i) (b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company
has a regular programme of physical verification of its Property, Plant and Equipment by which all property, plant and equipment are verified
once in three years. In accordance with this programme, certain property, plant and equipment were verified during the year. In our opinion,
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this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. No material
discrepancies were noticed on such verification.
(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds
of immovable properties (other than immovable properties where the Company is the lessee and the leases agreements are duly executed in
favour of the lessee) disclosed in the standalone financial statements are held in the name of the Company.
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(d) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company
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has not revalued its Property, Plant and Equipment (including Right of Use assets) or intangible assets or both during the year.
(e) According to the information and explanations given to us and on the basis of our examination of the records of the Company, there are no
proceedings initiated or pending against the Company for holding any benami property under the Prohibition of Benami Property Transactions
(ii)
Act, 1988 and rules made thereunder.
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(a) The inventory, except goods-in-transit and stocks lying with third parties, has been physically verified by the management during the year.
For stocks lying with third parties at the year-end, written confirmations have been obtained and for goods-in-transit subsequent evidence of
receipts has been linked with inventory records. In our opinion, the frequency of such verification is reasonable and procedures and coverage
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as followed by management were appropriate. No discrepancies were noticed on verification between the physical stocks and the book records
that were more than 10% in the aggregate of each class of inventory
(b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company
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has been sanctioned working capital limits in excess of five crore rupees, in aggregate, from banks or financial institutions on the basis of
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security of current assets. In our opinion, the quarterly returns or statements filed by the Company with such banks or financial institutions
are in agreement with the books of account of the Company.
(iii) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has
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not given any security or advance in nature of loans to companies, firms, limited liability partnership or any other parties during the year. The
Company has made investments, provided guarantee and granted unsecured loans, to companies and other parties in respect of which the requisite
information is as below. The Company has not made investments, provided guarantees and granted loans in firms or limited liability partnership.
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(a) Based on the audit procedures carried on by us and as per the information and explanations given to us the Company has provided loans or
stood guarantee to any other entity as below:
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Rs in crores
Particulars Guarantees Loans
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Aggregate amount during the year 361 976

Subsidiaries 361 600
Others — 376
Balance outstanding as at balance sheet date 20 770
Subsidiaries 20 759
Others — 11
(b) According to the information and explanations given to us and based on the audit procedures conducted by us, in our opinion the investments
made and guarantees provided and the terms and conditions of the grant of loans and guarantees provided during the year are, prima facie,
not prejudicial to the interest of the Company.
(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, in the case of
loans given, in our opinion the repayment of principal and payment of interest has been stipulated and the repayments or receipts have been
regular. Further, the Company has not given any advance in the nature of loan to any party during the year.
(d) According to the information and explanations given to us and on the basis of our examination of the records of the Company, there is no
overdue amount for more than ninety days in respect of loans given. Further, the Company has not given any advances in the nature of loans
to any party during the year.
(e) According to the information and explanations given to us and on the basis of our examination of the records of the Company, there is no loan
or advance in the nature of loan granted falling due during the year, which has been renewed or extended or fresh loans granted to settle
the overdues of existing loans given to same parties.
(f) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company
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has not granted any loans or advances in the nature of loans either repayable on demand or without specifying any terms or period of
repayment.
(iv) According to the information and explanations given to us and on the basis of our examination of records of the Company, in respect of investments
made, loans and guarantees given by the Company, in our opinion the provisions of Section 185 and 186 of the Companies Act, 2013 (“the Act”)
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have been complied with.
(v) The Company has not accepted any deposits or amounts which are deemed to be deposits from the public. Accordingly, clause 3(v) of the Order is
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not applicable.
(vi) We have broadly reviewed the books of accounts maintained by the Company pursuant to the rules prescribed by the Central Government for
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maintenance of cost records under Section 148(1) of the Act in respect of its manufactured goods and are of the opinion that prima facie, the
prescribed accounts and records have been made and maintained. However, we have not carried out a detailed examination of the records with a
view to determine whether these are accurate or complete.
(vii) (a) The Company does not have liability in respect of Service tax, Duty of excise, Sales tax and Value added tax during the year since effective
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1 July 2017, these statutory dues has been subsumed into GST.
According to the information and explanations given to us and on the basis of our examination of the records of the Company, in our opinion
amounts deducted / accrued in the books of account in respect of undisputed statutory dues including Goods and Service Tax, Provident
Fund, Employees State Insurance, Income-Tax, Duty of Customs or Cess or other statutory dues have generally been regularly deposited by
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the Company with the appropriate authorities.
According to the information and explanations given to us and on the basis of our examination of the records of the Company, no undisputed
amounts payable in respect of Goods and Service Tax, Provident Fund, Employees State Insurance, Income-Tax, Duty of Customs or Cess or
other statutory dues were in arrears as at 31 March 2023 for a period of more than six months from the date they became payable.
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(b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, statutory dues
relating to Goods and Service Tax, Provident Fund, Employees State Insurance, Income-Tax, Duty of Customs or Cess or other statutory dues
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which have not been deposited on account of any dispute are as follows:
Name of the statute Nature of Amount Period to which the amount Forum where dispute is pending
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the dues (Rs. In crores) relates

Income Tax Act, 1961 Income Tax 13.01 A.Y. 2007-08, A.Y. 2009-10, Assessing Officer
A.Y. 2012-13, A.Y. 2016-17 and
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A.Y. 2019-20
73.65 A.Y. 2014-15, A.Y. 2015-16, CIT(A)
A.Y. 2017-18, and A.Y. 2021-22
1,455.65 A.Y. 2016-17 and A.Y. 2018-19 Income Tax Appellate Tribunal
Central Excise Act, 1944 Duty of 0.78 2008-2013 Appellate Authority-Commissioner
Excise 10.94 2007-2012 High Court
207.05 1991-1992 and 2001-2017 Appellate Authority-Tribunal
1,731.65 2007-2017 Supreme Court
Name of the statute Nature of Amount Period to which the amount Forum where dispute is pending
the dues (Rs. In crores) relates
Sales Tax and Value Sales Tax 201.40 2004-2018 Appellate Authority-Commissioner
Added Tax
180.46 1994-2016 High Court
3.85 2006-2010 Appellate Authority-Revisional Board
Finance Act, 1994 Service Tax 48.82 2007-2018 Appellate Authority-Tribunal
Customs Act, 1962 Duty of 1.41 2008-2021 Appellate Authority-Commissioner

Customs
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GST Act, 2017 GST 11.11 2017-2021 Appellate Authority-Commissioner
0.71 2017-2021 Appellate Authority-Tribunal
(viii) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has
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not surrendered or disclosed any transactions, previously unrecorded as income in the books of account, in the tax assessments under the Income
Tax Act, 1961 as income during the year.
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(ix) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company
has not defaulted in repayment of loans and borrowing or in the payment of interest thereon to any lender.
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has not been declared a wilful defaulter by any bank or financial institution or government or government authority.
(c) According to the information and explanations given to us by the management, the Company has not obtained any term loans during the year.
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Accordingly, clause 3(ix)(c) of the Order is not applicable.
(d) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that
no funds raised on short-term basis have been used for long-term purposes by the Company.
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(e) According to the information and explanations given to us and on an overall examination of the standalone financial statements of the
Company, we report that the Company has not taken any funds from any entity or person on account of or to meet the obligations of its
subsidiaries, associates or joint ventures as defined under the Act.
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(f) According to the information and explanations given to us and procedures performed by us, we report that the Company has not raised loans
during the year on the pledge of securities held in its subsidiaries, joint ventures or associate companies (as defined under the Act).
(x) (a) The Company has not raised any moneys by way of initial public offer or further public offer (including debt instruments). Accordingly,
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clause 3(x)(a) of the Order is not applicable.
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has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly,
clause 3(x)(b) of the Order is not applicable.
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(xi) (a) Based on examination of the books and records of the Company and according to the information and explanations given to us, considering
the principles of materiality outlined in Standards on Auditing, we report that no fraud by the Company or on the Company has been noticed
or reported during the course of the audit.
(b) According to the information and explanations given to us, no report under sub-section (12) of Section 143 of the Act has been filed by the
auditors in Form ADT-4 as prescribed under Rule 13 of the Companies (Audit and Auditors) Rules, 2014 with the Central Government.
(c) We have taken into consideration the whistle blower complaints received by the Company during the year while determining the nature, timing
and extent of our audit procedures.
(xii) According to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, clause 3(xii) of the Order is not
applicable.
(xiii) In our opinion and according to the information and explanations given to us, the transactions with related parties are in compliance with
Section 177 and 188 of the Act, where applicable, and the details of the related party transactions have been disclosed in the standalone financial
statements as required by the applicable accounting standards.
(xiv) (a) Based on information and explanations provided to us and our audit procedures, in our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.
(b) We have considered the internal audit reports of the Company issued till date for the period under audit.
(xv) In our opinion and according to the information and explanations given to us, the Company has not entered into any non-cash transactions with
its directors or persons connected to its directors and hence, provisions of Section 192 of the Act are not applicable to the Company.
(xvi) (a) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, clause 3(xvi)(a) of the
OM
Order is not applicable.
(b) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, clause 3(xvi)(b) of the
Order is not applicable.
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(c) The Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India. Accordingly,
clause 3(xvi)(c) of the Order is not applicable.
E.
(d) According to the information and explanations provided to us, the Group (as per the provisions of the Core Investment Companies (Reserve Bank)
Directions, 2016) has more than one CIC as part of the Group. The Group has four CICs as part of the Group.
LIN
(xvii) The Company has not incurred cash losses in the current and in the immediately preceding financial year.
(xviii) There has been no resignation of the statutory auditors during the year. Accordingly, clause 3(xviii) of the Order is not applicable.
(xix) According to the information and explanations given to us and on the basis of the financial ratios, ageing and expected dates of realisation of
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financial assets and payment of financial liabilities, our knowledge of the Board of Directors and management plans and based on our examination
of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as
on the date of the audit report that the Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they
fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the
I
AP
Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any
assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when
they fall due.
Also refer to the Other Information paragraph of our main audit report which explains that the other information comprising the information
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included in the Company’s annual report is expected to be made available to us after the date of this auditor’s report.
(xx) In our opinion and according to the information and explanations given to us, there is no unspent amount under sub-section (5) of Section 135 of
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the Act pursuant to any project. Accordingly, clauses 3(xx)(a) and 3(xx)(b) of the Order are not applicable.
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For B S R & Co. LLP

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Partner
Annexure B to the Independent Auditors’ report on the standalone financial statements of

Mahindra & Mahindra Limited for the year ended 31 March 2023
R
eport on the internal financial controls with reference to the aforesaid standalone financial statements under Clause (i) of
Sub-section 3 of Section 143 of the Act
(Referred to in paragraph 2(A)(f) under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)
Opinion
We have audited the internal financial controls with reference to financial statements of Mahindra & Mahindra Limited (“the Company”) as of 31 March 2023
in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.
In our opinion, the Company has, in all material respects, adequate internal financial controls with reference to financial statements and such internal
financial controls were operating effectively as at 31 March 2023, based on the internal financial controls with reference to financial statements criteria
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established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls
Over Financial Reporting issued by the Institute of Chartered Accountants of India (the “Guidance Note”).
Management’s and Board of Directors’ Responsibilities for Internal Financial Controls

The Company’s Management and the Board of Directors are responsible for establishing and maintaining internal financial controls based on the internal
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financial controls with reference to financial statements criteria established by the Company considering the essential components of internal control
stated in the Guidance Note. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were
operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets,
E.
the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial
information, as required under the Act.
A
uditors’ Responsibility
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Our responsibility is to express an opinion on the Company’s internal financial controls with reference to financial statements based on our audit. We
conducted our audit in accordance with the Guidance Note and the Standards on Auditing, prescribed under Section 143(10) of the Act, to the extent
applicable to an audit of internal financial controls with reference to financial statements. Those Standards and the Guidance Note require that we
comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with
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reference to financial statements were established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to financial
statements and their operating effectiveness. Our audit of internal financial controls with reference to financial statements included obtaining an
understanding of internal financial controls with reference to financial statements, assessing the risk that a material weakness exists, and testing and
I
evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s
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judgement, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial
controls with reference to financial statements.
.C
Meaning of Internal Financial Controls with Reference to Financial Statements

A company’s internal financial controls with reference to financial statements is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of standalone financial statements for external purposes in accordance with generally accepted
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accounting principles. A company’s internal financial controls with reference to financial statements include those policies and procedures that (1) pertain
to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of standalone financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations
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of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition,
use, or disposition of the company’s assets that could have a material effect on the standalone financial statements.
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Inherent Limitations of Internal Financial Controls with Reference to Financial Statements

Because of the inherent limitations of internal financial controls with reference to financial statements, including the possibility of collusion or improper
management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the
internal financial controls with reference to financial statements to future periods are subject to the risk that the internal financial controls with reference
to financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures
may deteriorate.
For B S R & Co. LLP
Partner
Balance Sheet | as at 31st March, 2023

Rupees crores
Note No. 2023 2022
[Refer note
44 (B)]
I. ASSETS
NON-CURRENT ASSETS
Property, plant and equipment...................................................................................................................................................................... 4 13,050.12 12,242.92
Capital work-in-progress..................................................................................................................................................................................... 5 950.27 1,624.27
Intangible assets...................................................................................................................................................................................................... 6 3,926.08 2,661.04
Intangible assets under development...................................................................................................................................................... 7 1,834.35 3,638.47
Financial assets
(i) Investments................................................................................................................................................................................................... 8 17,539.06 16,302.40
OM
(ii) Loans.................................................................................................................................................................................................................. 9 177.45 385.20
(iii) Other financial assets............................................................................................................................................................................. 10 1,503.29 1,567.20
Income tax assets (net)...................................................................................................................................................................................... 910.60 647.67
Other non-current assets.................................................................................................................................................................................. 11 1,244.96 1,311.44
41,136.18 40,380.61
CURRENT ASSETS
C
Inventories.................................................................................................................................................................................................................... 12 8,881.35 5,970.39
Financial assets
(i) Investments................................................................................................................................................................................................... 8 9,548.01 7,902.06
E.
(ii) Trade receivables....................................................................................................................................................................................... 13 4,041.73 3,038.57
(iii) Cash and cash equivalents................................................................................................................................................................. 14 1,310.11 717.26
(iv) Bank balances other than cash and cash equivalents................................................................................................... 14 3,171.64 2,933.31
(v) Loans.................................................................................................................................................................................................................. 9 2,176.96 1,845.52
LIN
(vi) Other financial assets.............................................................................................................................................................................
Other current assets............................................................................................................................................................................................
Assets held for sale ............................................................................................................................................................................................
TOTAL ASSETS.......................................................................................................................................................................................................
10
11
15
1,321.49
3,499.68
692.66
34,643.63
75,779.81
1,128.45
2,639.93
50.40
26,225.89
66,606.50
II. EQUITY AND LIABILITIES
TA
EQUITY
Equity share capital............................................................................................................................................................................................... 16 599.05 598.30
Other equity................................................................................................................................................................................................................ 42,757.68 37,599.75
43,356.73 38,198.05
LIABILITIES
I
NON-CURRENT LIABILITIES
Financial liabilities
AP
(i) Borrowings...................................................................................................................................................................................................... 18 2,331.56 5,681.53

(ii) Lease liabilities............................................................................................................................................................................................. 268.17 163.90
(iii) Other financial liabilities....................................................................................................................................................................... 19 678.36 683.12
Provisions...................................................................................................................................................................................................................... 20 1,207.09 925.15
Deferred tax liabilities (net)............................................................................................................................................................................. 21 1,470.29 1,762.18
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Other non-current liabilities............................................................................................................................................................................ 22 427.62 211.85

6,383.09 9,427.73
CURRENT LIABILITIES
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(i) Borrowings...................................................................................................................................................................................................... 18 2,312.17 816.24

(ii) Lease liabilities .......................................................................................................................................................................................... 113.62 81.38
(iii) Trade payables
(a) Total outstanding dues of Micro Enterprises and Small Enterprises...................................................... 23 206.93 116.32
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(b) Total outstanding dues of creditors other than Micro Enterprises and Small Enterprises..... 23 16,938.69 12,853.81
(iv) Other financial liabilities....................................................................................................................................................................... 19 1,622.21 1,396.52
Other current liabilities....................................................................................................................................................................................... 22 3,578.21 2,946.20
Provisions..................................................................................................................................................................................................................... 20 606.83 463.78
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Current tax liabilities (net).............................................................................................................................................................................. 476.16 306.47

Liabilities directly associated with assets classified as held for sale................................................................................ 185.17 —
26,039.99 18,980.72
TOTAL EQUITY AND LIABILITIES............................................................................................................................................................ 75,779.81 66,606.50
The accompanying notes 1 to 46 are an integral part of the Financial Statements
In terms of our report attached. For Mahindra & Mahindra Limited

For B S R & Co. LLP Directors: Anand G. Mahindra Chairman (DIN - 00004695)
Chartered Accountants Vikram Singh Mehta (DIN - 00041197)
Vishakha N. Desai (DIN - 05292671) Anish Shah Managing Director and CEO (DIN - 02719429)
Firm’s Registration No : 101248W/W-100022
T. N. Manoharan (DIN - 01186248) Rajesh Jejurikar Executive Director and CEO (Auto and Farm Sector)
Haigreve Khaitan (DIN - 00005290) (DIN - 00046823)
Venkataramanan Vishwanath Shikha Sharma (DIN - 00043265)
Partner Nisaba Godrej (DIN - 00591503) Manoj Bhat Group Chief Financial Officer
Membership No : 113156 Muthiah Murugappan (DIN - 07858587) Narayan Shankar Company Secretary (ACS No. 8666)
Vijay Kumar Sharma (DIN - 02449088)
Mumbai, 26th May, 2023 CP Gurnani (DIN - 00018234) Mumbai, 26th May, 2023
Statement of Profit and Loss | for the period ended 31st March, 2023
Rupees crores
Note No. 2023 2022
[Refer note
44 (B)]
INCOME
Revenue from operations................................................................................................................................................................................. 24 84,960.26 57,786.94
Other income............................................................................................................................................................................................................ 25 2,545.17 2,053.75
Total income............................................................................................................................................................................................................ 87,505.43 59,840.69
EXPENSES
OM
Cost of materials consumed.......................................................................................................................................................................... 26 62,226.20 40,729.87
Purchases of stock-in-trade............................................................................................................................................................................ 3,406.84 2,371.61
Changes in inventories of finished goods, stock-in-trade and work-in-progress....................................................... 27 (1,074.80) (541.07)
Employee benefits expense............................................................................................................................................................................ 28 3,649.88 3,329.59
C
Finance costs............................................................................................................................................................................................................. 29 272.78 226.18
Depreciation, amortisation and impairment expense................................................................................................................... 30 3,154.46 2,498.39
E.
Other expenses....................................................................................................................................................................................................... 31 6,309.75 4,869.47
Total expenses...................................................................................................................................................................................................... 77,945.11 53,484.04
Profit before exceptional items and tax........................................................................................................................................ 9,560.32 6,356.65
LIN
Exceptional items (net)......................................................................................................................................................................................
Profit before tax..................................................................................................................................................................................................
Tax expense
33 (1,429.54)
8,130.78
(208.67)
6,147.98
Current tax..................................................................................................................................................................................................... 21 1,846.51 1,051.69

TA
Deferred tax.................................................................................................................................................................................................. 21 (264.37) 226.41
Profit for the year.............................................................................................................................................................................................. 6,548.64 4,869.88
Other comprehensive income/(loss)
A. (i) Items that will not be reclassified to profit or loss
I
AP
(a) Remeasurements of the defined benefit plans.......................................................................................... (124.07) 137.05

(b) Equity instruments through other comprehensive income................................................................ 10.07 (30.43)
(ii) Income tax relating to items that will not be reclassified to profit or loss....................................... 28.71 (34.16)
B. (i) Items that will be reclassified to profit or loss
.C
(a) Debt instruments through other comprehensive income................................................................... (1.87) (1.01)

(b) Effective portion of gains and losses on designated portion of hedging instruments
in a cash flow hedge...................................................................................................................................................... 16.64 6.09
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(ii) Income tax relating to items that will be reclassified to profit or loss................................................. (3.72) (1.28)
Total other comprehensive income/(loss)..................................................................................................................................... (74.24) 76.26
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Total comprehensive income for the year.................................................................................................................................... 6,474.40 4,946.14

Earnings per equity share:
(Face value Rs. 5/- per share) (Rupees)
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Basic................................................................................................................................................................................................................................ 34 54.70 40.73

Diluted............................................................................................................................................................................................................................ 34 54.49 40.58
The accompanying notes 1 to 46 are an integral part of the Financial Statements

Statement of Changes in Equity | for the year ended 31st March, 2023
239
(A) Equity Share Capital

Rupees crores
2023 2022
COMPANY
OVERVIEW
Issued, Subscribed and Paid-up :...........................................................................................

Balance as at the beginning of the year.............................................................................. 598.30 597.39
REPORT
Changes in equity share capital due to prior period error....................................... — —

BOARD’S
Restated balance.................................................................................................................................... 598.30 597.39

Add: Allotment of shares by M&M ESOP Trust to Employees............................... 0.58 0.91
Add: Shares issued under scheme of arrangement....................................................... 0.17 —
AND ANALYSIS
Balance as at the end of the year............................................................................................ 599.05 598.30
(B) Other Equity

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W Rupees crores
W Reserves and Surplus Items of other comprehensive income Total

Share Capital Securities General Debenture Share Retained Debt Equity Effective
Pending Reserve Premium Reserve Redemption Option Earnings instrument instrument portion of
Issuance (refer note a) (refer note b) Reserve Outstanding through Other through Other Cash Flow
.C Account Comprehensive Comprehensive Hedges
CORPORATE
Income Income [Note 38.1.(c)]

GOVERNANCE
As at 1st April, 2022........................................................... 0.09 528.30 2,638.24 1,742.36 50.64 230.98 32,450.64 (0.46) (35.75) (5.29) 37,599.75
AP
Profit for the year................................................................... — — — — — — 6,548.64 — — — 6,548.64
I
Other Comprehensive Income/(Loss).......................... — — — — — — (92.84) (1.40) 7.55 12.45 (74.24)
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Total Comprehensive Income for the year..... — — — — — — 6,455.80 (1.40) 7.55 12.45 6,474.40
Dividend paid on Equity Shares................................... — — — — — — (1,435.89) — — — (1,435.89)

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Exercise of employee stock options........................... 0.08 — 86.42 — — (78.18) — — — — 8.32
BUSINESS RESPONSIBILITY
AND SUSTAINABILITY REPORT
Allotment of bonus shares by M&M ESOP

E.
Trust to Employees............................................................... — — (0.30) — — —
C — — — — (0.30)
On account of employee stock options lapsed..... — — — 4.04 — (4.04) — — — — —

ACCOUNTS
OM
Share based payment to employees.......................... — — — — — 111.57 — — — — 111.57
STANDALONE
Transfer to retained earnings...................................... — — — — — 7.48 — (7.48) — —
Shares allotted........................................................................... (0.17) — — — — — — — — — (0.17)

ACCOUNTS
st
As at 31 March, 2023.................................................... 0.00 528.30 2,724.36 1,746.40 50.64 260.33 37,478.03 (1.86) (35.68) 7.16 42,757.68
CONSOLIDATED
(B) Other Equity (contd.)
Rupees crores
Reserves and Surplus Items of other comprehensive income Total
Share Capital Securities General Debenture Share Retained Debt Equity Effective
Pending Reserve Premium Reserve Redemption Option Earnings instrument instrument portion of
Issuance (refer note a) (refer note b) Reserve Outstanding through Other through Other Cash Flow
Account Comprehensive Comprehensive Hedges
Income Income [Note 34.1.(c)]
As at 1st April, 2021........................................................... — 346.10 2,513.99 1,739.26 50.64 254.88 29,463.69 0.30 (5.40) (9.85) 34,353.61
Acquisitions through business combinations
[Refer note 44 (B)] ............................................................... 0.06 182.20 4.83 — — 9.91 (847.27) — — — (650.27)
Profit for the year................................................................... — — — — — — 4,869.89 — — — 4,869.89
Other Comprehensive Income/(Loss).......................... — — — — — — 102.88 (0.76) (30.44) 4.56 76.24
Total Comprehensive Income for the year..... — — — — — — 4,972.77 (0.76) (30.44) 4.56 4,946.13
Dividend paid on Equity Shares (including tax W
thereon) ...................................................................................... — — — — — — (1,087.79) — — — (1,087.79)
Transfer to retained earning ........................................ W — — — — — (50.76) — 0.09 — (50.67)
Exercise of employee stock options........................... 0.03 — 119.87 — — (117.20) — — — — 2.71
Allotment of bonus shares by M&M ESOP W
Trust to Employees ............................................................ — — (0.45) — — — — — — — (0.45)
On account of employee stock options lapsed... — — — 3.10 — (3.10) — — — — —
Share based payment to employees........................ — — — — — 86.48 — — — — 86.48
.C
As at 31st March, 2022.................................................... 0.09 528.30 2,638.24 1,742.36 50.64 230.98 32,450.64 (0.46) (35.75) (5.29) 37,599.75
Remeasurement loss (net) on defined benefit plans Rs. 92.85 crores (2022 : Gain of Rs. 102.88 crores) has been recognised during the year as part of retained earnings.
AP
(C) Description of the nature and purpose of Other Equity:
(i) Capital reserve: Capital reserve mainly represents the amount of net assets acquired over and above consideration paid consequent to the scheme of arrangement.
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(ii) Securities premium: Securities premium reserve is used to record the premium on issue of shares. The fair value of employee stock options is recognised in Securities Premium once the shares have been allotted on exercise of
the options.
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(iii) General reserve: General reserve comprises of transfer of profits from retained earnings for appropriation purposes. The reserve can be distributed/utilised by the Company in accordance with the Companies Act, 2013.
(iv) Retained earnings: Retained earnings comprises of accumulated balance of profits/(losses) of current and prior years including transfers made to / from other reserves from time to time. The reserve can be utilized or distributed
by the Company in accordance with the provisions of the Companies Act, 2013.
LIN
(v) Debenture redemption reserve: Debenture redemption reserve is a statutory reserve (as per Companies Act, 2013) created out of profits of the Company available for payment of dividend for the purpose of redemption of
Debentures issued by the Company. On completion of redemption, the reserve is transferred to retained earnings.
(vi) Share option outstanding account: Share option outstanding account represents reserve in respect of equity settled share options granted to the Company’s employees in pursuance of the Employee Stock Option Plan.
Notes:
E.
C
(a) The Company has reduced the share capital by Rs. 11.36 crores (2022: Rs. 11.65 crores) and securities premium by Rs. 182.94 crores (2022: Rs. 182.94 crores) for the 2,27,05,304 shares of Rs. 5 each (2022: 2,32,95,651
shares of Rs. 5 each) held by the M&M ESOP Trust pending transfer to the eligible employees.
(b) The share capital of the Company has also been reduced and the securities premium increased by Rs. 11.36 crores (2022: Rs. 11.65 crores) for the 2,27,05,303 bonus shares of Rs. 5 each (2022: 2,32,95,650 bonus shares of
Rs. 5 each) issued by the Company in December, 2017 to the M&M ESOP Trust but not yet transferred by the M&M ESOP Trust to the employees.
OM
The accompanying notes 1 to 46 are an integral part of the Financial Statements.

Chartered Accountants Vikram Singh Mehta (DIN - 00041197) Managing Director and CEO (DIN - 02719429)
Anish Shah
Firm’s Registration No : 101248W/W-100022 Vishakha N. Desai (DIN - 05292671)
T. N. Manoharan (DIN - 01186248) Rajesh Jejurikar Executive Director and CEO (Auto and Farm Sector) (DIN - 00046823)
Haigreve Khaitan (DIN - 00005290)
Venkataramanan Vishwanath Manoj Bhat Group Chief Financial Officer
Shikha Sharma (DIN - 00043265)
Partner
Nisaba Godrej (DIN - 00591503)

Membership No : 113156 Narayan Shankar Company Secretary (ACS No. 8666)
Muthiah Murugappan (DIN - 07858587)
th Vijay Kumar Sharma (DIN - 02449088)
Mumbai, 26 May, 2023 Mumbai, 26th May, 2023
240
CP Gurnani (DIN - 00018234)

Cash Flow Statement | for the year ended 31st March, 2023
Rupees crores
2023 2022
[Refer note
44 (B)]
A. CASH FLOW FROM OPERATING ACTIVITIES:

Profit before exceptional items and tax............................................................................................................................................................................. 9,560.32 6,356.65
Adjustments for:
Depreciation, amortisation and impairment expense........................................................................................................................................... 3,154.46 2,498.39
Gain on foreign exchange fluctuations (net).............................................................................................................................................................. (58.74) (95.70)
OM
Dividend on investment and interest income............................................................................................................................................................ (1,988.05) (1,720.95)
Gain arising on financial assets/ liabilities measured at Fair Value through profit or loss (net).......................................... (304.30) (182.64)
Finance costs ................................................................................................................................................................................................................................... 272.78 226.18
Share based payment expenses.......................................................................................................................................................................................... 106.63 80.47
C
(Profit)/Loss on property, plant and equipment sold/scrapped/written off (net)............................................................................. (62.97) 21.50
E.
1,119.81 827.25
Operating profit before working capital changes......................................................................................................................................................... 10,680.13 7,183.90
Changes in:
LIN
Trade and other receivables...................................................................................................................................................................................................
Inventories..........................................................................................................................................................................................................................................
(2,197.80)
(3,083.66)
(1,401.85)
(1,136.94)
Trade and other payables and provisions..................................................................................................................................................................... 5,668.58 2,930.05
387.12 391.26
TA
Cash generated from operations............................................................................................................................................................................................. 11,067.25 7,575.16
Income taxes paid (net of refunds and interest on refunds).............................................................................................................................. (1,937.95) (598.43)
NET CASH FLOW FROM OPERATING ACTIVITIES (A)......................................................................................................................................... 9,129.30 6,976.73
I
AP
B. CASH FLOW FROM INVESTING ACTIVITIES:

Payments to acquire property, plant and equipment and intangible assets............................................................................................ (4,354.23) (3,348.95)
Proceeds from sale of property, plant and equipment and intangible assets........................................................................................ 922.96 57.40
Payments to acquire non-current investments - subsidiaries............................................................................................................................. (3,144.37) (608.56)
.C
Payments to acquire non-current investments - associates................................................................................................................................ — (16.07)

Payments to acquire non-current investments - joint ventures....................................................................................................................... (10.20) (129.00)
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Payments to acquire other non-current investments.............................................................................................................................................. — (3.33)

Proceeds from sale of other non current investments........................................................................................................................................... 47.13 4.04
Payments to acquire current investments........................................................................................................................................................................ (35,880.17) (49,204.85)
W
Proceeds from sale of current investments.................................................................................................................................................................... 34,607.61 46,224.29

Share application money paid.................................................................................................................................................................................................... — (62.27)
W
Changes in earmarked balances and margin accounts with banks................................................................................................................ (0.09) 25.84
Bank deposits placed ...................................................................................................................................................................................................................... (3,677.75) (4,262.02)
Bank deposits matured................................................................................................................................................................................................................... 3,452.44 6,422.12
Interest received.................................................................................................................................................................................................................................. 305.63 361.77
Dividends received.............................................................................................................................................................................................................................. 1,607.14 1,363.02
Receivables/Loans/Inter-corporate deposits given...................................................................................................................................................... (1,332.41) (1,655.18)
Receivables/Loans/Inter-corporate deposits refunded............................................................................................................................................. 1,590.11 311.63
Exceptional Items :
Proceeds from sale of non current investments in subsidiaries, associates, joint ventures .......................................... 1,112.72 556.53
NET CASH FLOW USED IN INVESTING ACTIVITIES (B)..................................................................................................................................... (4,753.48) (3,963.59)
Cash Flow Statement (contd.)

Rupees crores
2023 2022
[Refer note
44 (B)]
C. CASH FLOW FROM FINANCING ACTIVITIES:

Proceeds from issue of equity instruments..................................................................................................................................................................... 8.33 3.32
Proceeds from borrowings........................................................................................................................................................................................................... — 966.61
Repayment of borrowings............................................................................................................................................................................................................. (1,861.43) (2,514.72)
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Repayment of lease liabilities (including interest)....................................................................................................................................................... (113.79) (49.73)
Dividends paid........................................................................................................................................................................................................................................ (1,435.86) (1,089.06)
Interest, commitment and finance charges paid........................................................................................................................................................... (381.00) (482.40)
NET CASH FLOW USED IN FINANCING ACTIVITIES (C)..................................................................................................................................... (3,783.75) (3,165.98)
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NET INCREASE/ (DECREASE) IN CASH AND CASH EQUIVALENTS (A+B+C)................................................................................... 592.07 (152.84)
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Cash and cash equivalents at the beginning of the year............................................................................................................................. 717.26 867.54
Acquisitions through business combinations [Refer note 44 (B)].................................................................................................................... — 2.47
Note:
Cash and cash equivalents at the end of the year [Refer Note 14 (a)].......................................................................................... LIN
Unrealised gain / (loss) on foreign currency cash and cash equivalents.................................................................................................... 0.78
1,310.11
0.08
717.26
1 The above Cash Flow Statement has been prepared under the “indirect method” as set out in ‘Indian Accounting Standard (Ind AS) 7 - Statement of
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Cash Flows’.
The accompanying notes 1 to 46 are an integral part of the Financial Statements.

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Mumbai, 26th May, 2023 CP Gurnani (DIN - 00018234)

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Notes forming part of the Financial Statements | for the period ended 31st March, 2023
1. General Information
Mahindra & Mahindra Limited (‘the Company’) is a limited company incorporated in India. The addresses of its registered office and principal activities of
the Company are disclosed in the introduction to the Annual Report.
The Ordinary (Equity) shares of the Company are listed on the National Stock Exchange of India Limited (“NSE”) and BSE Limited (“BSE”) in India. The
Global Depository Receipts (GDRs) of the Company are listed on the Luxembourg Stock Exchange and are also admitted for trading on International
Order Book (IOB) of the London Stock Exchange.
2. Significant Accounting Policies:
(a) Statement of compliance and basis of preparation and presentation
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These standalone or separate financial statements of the Company have been prepared in accordance with Indian Accounting Standards as per the
Companies (Indian Accounting Standards) Rules, 2015 as amended and notified under Section 133 of the Companies Act, 2013 (the ‘Act’) and other
relevant provisions of the Act.
These standalone or separate financial statements were approved by the Company’s Board of Directors and authorised for issue on
26th May, 2023.
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(b) Basis of measurement
E.
The financial statements have been prepared on the historical cost basis except for certain financial instruments which are measured at
fair values.
(c) Measurement of fair values
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A number of Company’s accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets and
liabilities. The Company has established policies and procedures with respect to the measurement of fair values.
Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:
— Level 1: Quoted prices (unadjusted) in active markets for identical assets and liabilities.
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— Level 2: Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly.
— Level 3: Inputs for the asset or liability that are not based on observable market data (unobservable inputs).
(d) Use of estimates and judgments

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The preparation of financial statements in conformity with Ind AS requires management to make judgments, estimates and assumptions, that affect
the application of accounting policies and the reported amounts of assets, liabilities, income and expenses at the date of these financial statements
and the reported amounts of revenues and expenses for the years presented. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed at each balance sheet date. Revisions to accounting estimates are recognised in the period in
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which the estimate is revised and future periods affected.

Key sources of estimation uncertainty at the date of financial statements, which may cause a material adjustment to the carrying amounts of assets
and liabilities within the next financial year, is in respect of useful lives of property, plant and equipment, intangible assets, provision for product
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warranties, fair value of financial assets/liabilities and impairment of investments.

The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within
the next financial year are discussed below:
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(i) Useful lives of property, plant and equipment and intangible assets
The Company reviews the useful lives of property, plant and equipment and intangible assets at the end of each reporting period. This re-
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assessment may result in change in depreciation and amortisation expense in future periods.
(ii) Provision for product warranties

The Company recognises provision for warranties in respect of the products that it sells. Provisions are discounted, where necessary, to its
present value based on the best estimate required to settle the obligation at the balance sheet date. These are reviewed at each balance
sheet date and adjusted to reflect the current best estimates.
(iii) Fair value of financial assets and liabilities and investments

The Company measures certain financial assets and liabilities on fair value basis at each balance sheet date or at the time they are assessed
for impairment. Fair value measurement that are based on significant unobservable inputs (Level 3) requires estimates of operating margin,
discount rate, future growth rate, terminal values, etc. based on management’s best estimate about future developments.
2. Significant Accounting Policies: (contd.)

(iv) Impairment of investments
The Company assesses impairment of investments in subsidiaries, associates and joint ventures which are recorded at cost. At the time when
there are any indications that such investments have suffered a loss, if any, is recognised in the statement of Profit and Loss. The recoverable
amount requires estimates of operating margin, discount rate, future growth rate, terminal values, etc. based on management’s best estimate.
(e) Property, plant and equipment

Property, plant and equipment are stated at cost of acquisition or construction less accumulated depreciation and accumulated impairment,
if any.
Cost includes financing cost relating to borrowed funds attributable to the construction or acquisition of qualifying tangible assets upto the date
the assets are ready for use.
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Depreciation is provided on straight-line basis for property, plant and equipment so as to expense the depreciable amount, i.e. the cost less
estimated residual value, over its estimated useful lives. The estimated useful lives and residual values are reviewed annually and the effect of any
changes in estimate is accounted for on a prospective basis.
When an asset is scrapped or otherwise disposed off, the cost and related depreciation are removed from the books of account and resultant profit
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or loss, if any, is reflected in the Statement of Profit and Loss.
The management’s estimate of useful lives are in accordance with Schedule II to the Companies Act, 2013, other than the following asset classes,
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based on the Company’s expected usage pattern supported by technical assessment:
Asset Class Useful lives
(i)
(ii)
Certain items of Plant and Equipment
Buildings (Roads)
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2 - 25 years as the case may be.
15 years
(iii) Vehicles 5 years

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(f) Intangible assets
Intangible assets are initially recognised at cost.

Intangible assets with definite useful lives are amortised on a straight line basis so as to reflect the pattern in which the asset’s economic benefits
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are consumed.
Intangible assets under development

The Company expenses costs incurred during research phase to profit or loss in the year in which they are incurred. Development phase expenses
are initially recognised as intangible assets under development until the development phase is complete, upon which the amount is capitalised as
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intangible asset.
Intangible assets
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i) Technical Knowhow
The expenditure incurred is amortised over the estimated period of benefit, commencing with the year of purchase of the technology.
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ii) Development Expenditure

The expenditure incurred on technical services and other project/product related expenses are amortised over the estimated period of benefit,
not exceeding 60 months.
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iii) Brand license fee

The expenditure incurred is amortised over the period of relevant licence fee or the estimated period of benefit, whichever is lower.
iv) Software Expenditure
The expenditure incurred is amortised over three financial years equally commencing from the year in which the expenditure is incurred.
v) Others
The expenditure incurred is amortised over the estimated period of benefit.
The amortisation period for intangible assets with finite useful lives are reviewed annually and changes in expected useful lives are treated
as changes in estimates.

(g) Impairment of assets
At the end of each reporting period, the Company reviews the carrying amounts of its property, plant & equipment, intangible assets and investments
in subsidiaries, associates and joint ventures to determine whether there is any indication that those assets have suffered an impairment loss. If any
such indication exists, the recoverable amount, which is the higher of the value in use or fair value less cost to sell, of the asset or cash-generating
unit, as the case may be, is estimated and impairment loss (if any) is recognised and the carrying amount is reduced to its recoverable amount. In
assessing the value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current
market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been
adjusted. When it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the
cash-generating unit to which the asset belongs.
When an impairment loss subsequently reverses, the carrying amount of the asset or a cash-generating unit is increased to the revised estimate
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of its recoverable amount, so that the increased carrying amount does not exceed the carrying amount that would have been determined had no
impairment loss been recognised for the asset (or cash-generating unit) earlier.
Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment at least annually, and
whenever there is an indication that the asset may be impaired.
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(h) Inventories
E.
Inventories comprise all costs of purchase, conversion and other costs incurred in bringing the inventories to their present location and condition.
Raw materials and bought out components are valued at the lower of cost or net realisable value. Cost is determined on the basis of the weighted
average method.
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Finished goods produced, stock in trade, manufactured components and work-in-progress are carried at cost or net realisable value whichever
is lower.
Stores, spares and tools other than obsolete and slow moving items are carried at cost. Obsolete and slow moving items are valued at cost or
estimated net realisable value, whichever is lower.
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(i) Foreign exchange transactions and translation

Transactions in foreign currencies i.e. other than the Company’s functional currency of Indian Rupees are recognised at the rates of exchange
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prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are translated
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at the functional currency using exchange rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign
currencies are retranslated at the rates prevailing at the date when the fair value is determined. Non-monetary items that are measured in terms
of historical cost in a foreign currency are not retranslated. Exchange differences on monetary items are recognised in profit or loss in the period
in which they arise except for exchange differences on transactions entered into in order to hedge certain foreign currency risks (refer policy on
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Derivative Financial Instruments and Hedge Accounting).
(j) Investments in subsidiaries, associates and joint ventures

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The Company accounts for its equity investments in subsidiaries, associates and joint ventures at cost less accumulated impairment, if any.
(k) Financial instruments

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Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition
or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are
added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs
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directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately
in profit or loss. A trade receivable without a significant financing component is initially measured at the transaction price.
Classification and subsequent measurement

Financial assets
All regular way purchases or sales of financial assets are recognised and derecognised on a trade date basis. Regular way purchases or
sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention
in the marketplace. All recognised financial assets are subsequently measured at either amortised cost or fair value depending on their
respective classification.

On initial recognition, a financial asset is classified as - measured at:
— Amortised cost; or
— Fair Value through Other Comprehensive Income (FVTOCI) - debt investment; or
— Fair Value through Other Comprehensive Income (FVTOCI) - equity investment; or
— Fair Value Through Profit or Loss (FVTPL)
Financial assets are not reclassified subsequent to their initial recognition, except if and in the period the Company changes its business model
for managing financial assets.
All financial assets not classified as measured at amortised cost or FVTOCI are measured at FVTPL. This includes all derivative financial assets
unless designated as effective hedge instruments which are accounted as per hedge accounting requirements discussed below.
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Financial assets at amortised cost are subsequently measured at amortised cost using effective interest method. The amortised cost is reduced
by impairment losses. Interest income, foreign exchange gains and losses and impairment expenses are recognised in profit or loss. Any gain and
loss on derecognition is also recognised in profit or loss.
The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest income over the
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relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees paid or received
that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the
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debt instrument, or, where appropriate, a shorter period, to the net carrying amount on initial recognition.
Debt investment at FVTOCI are subsequently measured at fair value. Interest income under effective interest method, foreign exchange gains
and losses and impairment are recognised in profit or loss. Other net gains and losses are recognised in Other Comprehensive Income (OCI). On
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derecognition, gains and losses accumulated in OCI are reclassified to profit or loss.
For equity investments other than investments in subsidiaries, associates and joint ventures, the Company makes an election on an
instrument-by-instrument basis to designate equity investments as measured at FVTOCI. These elected investments are measured at fair
value with gains and losses arising from changes in fair value recognised in other comprehensive income and accumulated in the reserves.
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The cumulative gain or loss is not reclassified to profit or loss on disposal of the investments. These equity investments are not held for
trading. Dividend income received on such equity investments are recognised in profit or loss.
Equity investments that are not designated to be measured at Cost or FVTOCI are designated to be measured at FVTPL. Subsequent changes
in fair value are recognised in profit or loss.
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Financial liabilities and equity instruments

Debt and equity instruments issued by the Company are classified as either financial liabilities or as equity in accordance with the substance of the
contractual arrangements and the definitions of a financial liability and an equity instrument.
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Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity
instruments issued by the Company is recognised at the proceeds received, net of directly attributable transaction costs.
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Financial liabilities are classified as measured at amortised cost or FVTPL. A financial liability is classified as at FVTPL if it is classified as
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held-for-trading or it is a derivative (that does not meet hedge accounting requirements) or it is designated as such on initial recognition. Other
financial liabilities are subsequently measured at amortised cost using the effective interest method. Interest expense and foreign exchange gains
and losses are recognised in profit or loss. Any gain or loss on derecognition is also recognised in profit or loss.
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Derecognition of financial assets

The Company derecognises a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the
rights to receive the financial asset and substantially all the risks and rewards of ownership of the asset to another party. If the Company neither
transfers nor retains substantially all of the risks and rewards of ownership and continues to control the transferred asset, the Company recognises
its retained interest in the asset and an associated liability for the amount it may have to pay.
If the Company enters into transactions whereby it transfers assets recognised on its balance sheet, but retains either all or substantially all
of the risks and rewards of the transferred assets, the transferred assets are not derecognised and the proceeds received are recognised as a
collateralised borrowing.

Offsetting
Financial assets and financial liabilities are offset and the net amount presented in the balance sheet when, and only when, the Company currently
has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realise the asset and settle the
liability simultaneously.
Financial guarantee contracts

A financial guarantee contract is a contract that requires the issuer to make specified payments to reimburse the holder for a loss it incurs because
a specified debtor fails to make payments when due in accordance with the terms of a debt instrument.
Financial guarantee contracts issued by the Company are initially measured at their fair values and, if not designated as at FVTPL, are subsequently
measured at the higher of:
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• the amount of loss allowance determined in accordance with impairment requirements of Ind AS 109; and
• the amount initially recognised less, when appropriate, the cumulative amount of income recognised in accordance with the principles of
Ind AS 115.
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Derivative financial instruments and hedge accounting
The Company enters into derivative financial instruments, primarily foreign exchange forward contracts and interest rate swaps, to manage its
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exposure to foreign exchange and interest rate risks. Derivatives embedded in non-derivative host contracts that are not financial assets within the
scope of Ind AS 109 are treated as separate derivatives when their risks and characteristics are not closely related to those of the host contracts
and the host contracts are not measured at FVTPL.
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Derivatives are initially recognised at fair value at the date the contracts are entered into and are subsequently remeasured to their fair value at the
end of each reporting period. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective
as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedging relationship and the
nature of the hedged item.
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The Company designates certain hedging instruments, which include derivatives in respect of foreign currency risk, as either fair value hedges or
cash flow hedges. Hedges of foreign exchange risk on firm commitments are accounted for as cash flow hedges.
At the inception of the hedge relationship, the Company documents the relationship between the hedging instrument and the hedged item, along
with its risk management objectives and its strategy for undertaking various hedge transactions. Furthermore, at the inception of the hedge and
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on an ongoing basis, the Company documents whether the hedging instrument is highly effective in offsetting changes in fair values or cash flows
of the hedged item attributable to the hedged risk.
Changes in fair value of the designated portion of derivatives that qualify as fair value hedges are recognised in profit or loss immediately, together
with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.
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The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised in other
comprehensive income and accumulated under hedging reserve. The gain or loss relating to the ineffective portion is recognised immediately in the
profit or loss.
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Amounts previously recognised in other comprehensive income and accumulated in equity (relating to effective portion as described above) are
reclassified to profit or loss in the periods when the hedged item affects profit or loss.
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Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, or exercised, or when it no longer qualifies for hedge
accounting. Any gain or loss recognised in other comprehensive income and accumulated in equity at that time remains in equity and is recognised
when the forecast transaction is ultimately recognised in profit or loss. When a forecast transaction is no longer expected to occur, the gain or loss
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accumulated in equity is recognised immediately in profit or loss.
Impairment of financial assets

The Company applies the Expected Credit Loss (ECL) model for recognising impairment loss on financial assets. With respect to trade receivables
and loans, the Company measures the loss allowance at an amount equal to lifetime expected credit losses.
Loss allowances for financial assets measured at amortised cost are deducted from the gross carrying amount of the assets. For debt securities at
FVTOCI, the loss allowance is recognised in OCI and is not reduced from the carrying amount of the financial asset in the balance sheet.
The gross carrying amount of a financial asset is written off (either partially or in full) to the extent that there is no realistic prospect of recovery. This
is generally the case when the Company determines that the debtor does not have assets or sources of income that could generate sufficient cash
flows to repay the amounts subject to the write-off. However, financial assets that are written off could still be subject to enforcement activities under
the Company’s recovery procedures, taking into account legal advice where appropriate. Any recoveries made are recognised in profit or loss.

(l) Revenue Recognition
Sale of goods or services
The Company recognises revenue from sale of goods or services at the amount of transaction price (excluding variable consideration that is
constrained), that is allocated to the performance obligation satisfied. Transaction price is the amount of consideration to which the Company
expects it to be entitled in exchange for transferring goods or services to a customer excluding amounts collected on behalf of third parties. An
amount of consideration can vary because of discounts, rebates, incentives etc. which are explicitly stated in the contract or are as per customary
business practices. The consideration can also vary where the entitlement is contingent on occurrence or non-occurrence of a future event. The
Company includes variable consideration as part of transaction price only to the extent that it is highly probable that a significant reversal in the
amount of cumulative revenue recognised will not occur when the uncertainty associated with the variable consideration is subsequently resolved.
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Variable consideration is estimated using the expected value method or the most likely amount depending on which method the Company expects
to better predict the amount of consideration to which it will be entitled and is applied consistently throughout the contract.
Payment terms agreed with a customer are as per business practice and the financing component, if significant, is separated from the transaction
price and accounted as interest income.
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Dividend and interest income
Dividend from investments are recognised in profit or loss when the right to receive payment is established.
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Interest income from a financial asset is recognised when it is probable that the economic benefits will flow to the Company and the amount of
income can be measured reliably.
(m) Government Grants LIN

The Company, directly or indirectly through a consortium of Mahindra Group Companies, is entitled to various incentives from government authorities
in respect of manufacturing units located in developing regions. The Company accounts for its entitlement as income on accrual basis.
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Government grants that are revenue in nature, are recognised in profit or loss on a systematic basis over the periods in which the Company
recognises as expenses the related costs for which the grants are intended to compensate.
The benefit of a government loan at a below market-rate of interest is treated as government grant and is measured as the difference between
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proceeds received and the fair value of the loan based on prevailing market interest rates.
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(n) Employee Benefits
Superannuation Fund, ESIC and Labour Welfare Fund

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The Company’s contribution paid / payable during the year to Superannuation Fund, ESIC and Labour Welfare Fund are recognised in profit or loss.
Provident Fund
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Contributions to Provident Fund are made to a Trust administered by the Company/Regional Provident Fund Commissioners and are charged to
profit or loss as incurred. The Company is liable for the contribution and any shortfall in interest between the amount of income realised by the
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investments and the interest payable to members at the rate declared by the Government of India in respect of the Trust administered by the
Company. The shortfall and remeasurement thereof, if any, based on actuarial valuation is recognised through Other Comprehensive Income (OCI).
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Long term Compensated Absences
Company’s liability towards long term compensated absences are determined by independent actuaries, using the projected unit credit method.
Gratuity, post retirement medical benefit and post retirement housing allowance schemes
Company’s liability towards gratuity, post retirement medical benefit and post retirement housing allowance schemes are determined by independent
actuaries, using the projected unit credit method. Past services are recognised at the earlier of the plan amendment/curtailment and the recognition
of related restructuring costs/termination benefits.
The obligation on long term compensated absences and defined benefit plans are measured at the present value of estimated future cash flows
using a discount rate that is determined by reference to the market yields at the balance sheet date on government bonds where the currency
and terms of the government bonds are consistent with the currency and estimated terms of the obligation.

Remeasurement gains/losses
Remeasurement of defined benefit plans, comprising of actuarial gains or losses, return on plan assets excluding interest income are recognised
immediately in balance sheet with corresponding debit or credit to other comprehensive income. Remeasurements are not reclassified to profit or
loss in subsequent period.
Remeasurement gains or losses on long term compensated absences that are classified as other long term benefits are recognised in profit or loss.
Share based payments
Equity-settled share-based payments to employees are measured at the fair value of the equity instruments at the grant date. The fair value
determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the
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Company’s estimate of equity instruments that will eventually vest, with a corresponding increase in equity.
(o) Borrowing Costs

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take
a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets
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are substantially ready for their intended use or sale. Interest income earned on the temporary investment of specific borrowings pending their
expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation. All other borrowing costs are recognised in profit
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or loss in the period in which they are incurred.
(p) Income taxes
Current tax
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Current tax is determined as the amount of tax payable in respect of taxable income for the year. The Company’s current tax is calculated using
tax rates that have been enacted or substantively enacted by the end of the reporting period.
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Deferred tax
Deferred tax assets and liabilities are recognized for the future tax consequences of temporary differences between the carrying values of assets
and liabilities and their respective tax bases. Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the
period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by
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the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the
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manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
Deferred tax assets including that on unused tax losses and unused tax credits are recognised to the extent that it is probable that future taxable
income will be available against which the deductible temporary differences could be utilised.
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Deferred tax assets and liabilities are not recognised for the temporary differences arising from the initial recognition (other than in a business
combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable
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that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
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Current and deferred tax for the year
Current and deferred tax are recognised in profit or loss, except when they relate to items that are recognised in other comprehensive income or
directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity respectively.
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Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the
business combination.
(q) Provisions
Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company
will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is
the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and
uncertainties surrounding the obligation. When provision is measured using the cash flow estimated to settle the present obligation, its carrying amount
is the present value of these cash flows (when the effect of the time value of money is material).
Provisions for the expected cost of warranty obligations are recognised at the time of sale of the relevant products, at the best estimate of the
expenditure required to settle the Company’s obligation.

(r) Business Combination
Business Combination under common control are accounted under “the pooling of interest method” i.e. in accordance with Appendix C in Ind AS 103 -
Business combinations, at carrying amount of assets and liabilities acquired and any excess of consideration issued over the net assets acquired is
recognised as capital reserve on common control business combination.
(s) Leases
The Company evaluates if an arrangement qualifies to be a lease as per the requirements of Ind AS 116 and this may require significant judgment.
The Company also uses significant judgement in assessing the lease term (including anticipated renewals) and the applicable discount rate.
The Company determines the lease term as the non-cancellable period of a lease, together with both periods covered by an option to extend or
terminate the lease if the Company is reasonably certain based on relevant facts and circumstances that the option to extend or terminate will be
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exercised. If there is a change in facts and circumstances, the expected lease term is revised accordingly.
The discount rate is generally based on the interest rate specific to the lease being evaluated or if that cannot be easily determined the incremental
borrowing rate for similar term is used.
The Company has elected not to recognise right-of-use assets and lease liabilities for short-term leases that have a lease term of
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12 months or less and leases of low-value assets. The Company recognises the lease payments associated with these leases as an expense on a
straight-line basis over the lease term.
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The Company as a lessee
The Company recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at
cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus
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any initial direct costs incurred and restoration cost, less any lease incentives received.
The right-of-use assets are subsequently depreciated over the shorter of the asset’s useful life and the lease term on a straight-line basis. In
addition, the right-of-use asset is reduced by impairment losses, if any.
The lease liability is initially measured at amortised cost at the present value of the future lease payments. When a lease liability is remeasured,
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the corresponding adjustment of the lease liability is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the
carrying amount of the right-of-use asset has been reduced to zero.
(t) Non-current assets held for sale

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Non-current assets or disposal groups are classified as held for sale if its carrying amount will be recovered principally through a sale transaction
rather than through continuing use. To classify as held for sale, the asset must be available for immediate sale in its present condition, its sale must
be highly probable and is marketed for sale at a price that is reasonable in relation to its current fair value. The Group must also be committed to
the sale, which should be expected to qualify for recognition as a completed sale within one year from the date of classification. Non-current assets
and disposal groups classified as held for sale are measured at the lower of their carrying value and fair value less costs to sell.
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3. Recent Accounting Pronouncements:

inistry of Corporate Affairs (“MCA”) notifies new standard or amendments to the existing standards under Companies (Indian Accounting Standards)
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Rules as issued from time to time. On March 31, 2023, MCA amended the Companies (Indian Accounting Standards) Rules, 2015 by issuing the Companies
(Indian Accounting Standards) Amendment Rules, 2023, applicable from April 1st, 2023, as below:
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1)
Ind AS 1 – Presentation of Financial Statements: The amendments require companies to disclose their material accounting policies rather than
their significant accounting policies. Accounting policy information, together with other information included in an entity’s financial statements, is
material when it can reasonably be expected to influence decisions of primary users of general purpose financial statements. The Company does
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not expect this amendment to have any significant impact in its financial statements.
2) Ind AS 8 – Accounting Policies, Changes in Accounting Estimates and Errors: The amendments will help entities to distinguish between
accounting policies and accounting estimates. The definition of a change in accounting estimates has been replaced with a definition of accounting
estimates. Under the new definition, accounting estimates are “monetary amounts in financial statements that are subject to measurement
uncertainty”. Entities develop accounting estimates if accounting policies require items in financial statements to be measured in a way that involves
measurement uncertainty. The Company does not expect this amendment to have any significant impact in its financial statements.
3) Ind AS 12 – Income Taxes: The amendments clarify how companies account for deferred tax on transactions such as leases and decommissioning
obligations. The amendments narrowed the scope of the recognition exemption in paragraphs 15 and 24 of Ind AS 12 (recognition exemption) so
that it no longer applies to transactions that, on initial recognition, give rise to equal taxable and deductible temporary differences. The Company
does not expect this amendment to have any significant impact in its financial statements.
4. Property, Plant and Equipment

Property, plant and equipment comprise of owned and leased assets that do not meet the definition of Investment property.
Rupees crores
Particulars 2023 2022
(a) Property, plant and equipment (owned)......................................................................................................................................................................... 12,086.69 11,489.38
(b) Right of use assets........................................................................................................................................................................................................................ 963.43 753.54
Total................................................................................................................................................................................................................................................................. 13,050.12 12,242.92
(a) Property, plant and equipment (owned)

Rupees crores
OM
Particulars Land – Buildings Plant and Office Furniture Aircraft Vehicles Total
Freehold Equipment Equipment and
Fixtures
Balance as at 1st April, 2021......................................... 273.57 3,455.73 16,326.97 193.29 247.28 57.22 468.30 21,022.36
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[Refer note 44 (B)] .............................................................. 8.36 40.71 207.00 2.75 2.10 — 15.31 276.23
E.
Additions/Transfer from CWIP during the year...... 59.33 806.66 2,790.61 12.72 11.70 — 27.16 3,708.18
Disposals/Transfer during the year .............................. 3.07 3.08 208.86 4.75 5.70 — 76.74 302.20
Balance as at 31 March, 2022..................................
st
338.19 4,300.02 19,115.72 204.01 255.38 57.22 434.03 24,704.57
Balance as at 1st April, 2022.........................................
Additions/Transfer from CWIP during the year......
338.19
5.55
4,300.02 19,115.72
235.30
LIN
2,661.78
204.01
17.61
255.38
8.60
57.22
—
434.03 24,704.57
24.83 2,953.67
Disposals during the year..................................................... 12.95 35.05 169.64 6.10 10.28 — 89.49 323.51
Reclassified as held for sale................................................ 6.84 47.18 492.87 0.99 1.22 — 1.14 550.26
TA
Balance as at 31st March, 2023.................................. 323.95 4,453.09 21,114.99 214.53 252.48 57.22 368.23 26,784.47
Accumulated depreciation & impairment
Balance as at 1st April, 2021......................................... — 999.75 10,187.31 155.10 181.91 43.45 281.99 11,849.51
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AP

[Refer note 44 (B)] .............................................................. — 7.61 93.69 1.72 1.12 — 12.20 116.34
Depreciation expense for the year................................. — 120.75 1,293.07 11.39 14.14 2.63 63.88 1,505.86
Disposals/Transfer during the year .............................. — 1.58 183.80 4.53 5.29 — 62.78 257.98
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Impairment during the year $............................................ — — 1.15 — — — 0.31 1.46

Balance as at 31 March, 2022..................................
st
— 1,126.53 11,391.42 163.68 191.88 46.08 295.60 13,215.19
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Balance as at 1 April, 2022.........................................

st
— 1,126.53 11,391.42 163.68 191.88 46.08 295.60 13,215.19
Depreciation expense for the year................................. — 139.80 1,536.22 12.88 12.52 2.63 48.59 1,752.64
Impairment during the year #............................................ — — 321.17 0.46 0.59 — 5.51 327.73
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Disposals during the year..................................................... — 26.11 144.90 5.86 9.44 — 74.70 261.01
Reclassified as held for sale................................................ — 14.80 320.19 0.63 1.01 — 0.14 336.77
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Balance as at 31st March, 2023.................................. — 1,225.42 12,783.72 170.53 194.54 48.71 274.86 14,697.78
Net carrying amount
Net carrying amount as at 31st March, 2022........ 338.19 3,173.49 7,724.30 40.33 63.50 11.14 138.43 11,489.38
Net carrying amount as at 31st March, 2023. 323.95 3,227.67 8,331.27 44.00 57.94 8.51 93.37 12,086.69
Notes:
a. Additions during the year includes borrowing costs capitalised Rs. 162.27 crores (2022 : Rs. 41.52 crores).
b. Buildings include Rs. * crores (2022 : Rs. * crores) being the value of shares in co-operative housing societies.
$ Impairment losses are recognised in the standalone statement of profit and loss as depreciation, amortisation and Impairment expenses.
# Impairment losses are recognised in the standalone statement of profit and loss as a part of exceptional items.[Refer Note 33]
* denotes amounts less than Rs. 50,000.
4. Property, Plant and Equipment (contd.)

(b) Right of use assets
Rupees crores
Particulars Land Buildings Others Total

(refer note
below)
Cost
Balance as at 1st April, 2021............................................................................................................ 415.45 77.83 106.90 600.18
Acquisitions through business combinations [Refer note 44 (B)] ............................. 36.84 — — 36.84
Additions during the year ...................................................................................................................... 95.95 13.08 144.51 253.54
OM
Deductions during the year .................................................................................................................. — 12.32 0.45 12.77
Balance as at 31st March, 2022..................................................................................................... 548.24 78.59 250.96 877.79
Balance as at 1st April, 2022 ......................................................................................................... 548.24 78.59 250.96 877.79
Additions during the year ...................................................................................................................... 100.26 44.96 178.41 323.63
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Deductions during the year .................................................................................................................. — 7.56 8.10 15.66
Balance as at 31 March, 2023.....................................................................................................
st
648.50 115.99 421.27 1,185.76
E.
Accumulated amortisation
Balance as at 1st April, 2021............................................................................................................ 10.16 37.95 33.32 81.43
Acquisitions through business combinations [Refer note 44 (B)] .............................
Amortisation expense for the year...................................................................................................
Deductions during the year ..................................................................................................................
LIN 0.75
6.50
—
17.75
10.41
—
28.37
—
0.14
0.75
52.62
10.55
Balance as at 31st March, 2022..................................................................................................... 17.41 45.29 61.55 124.25
TA
Balance as at 1st April, 2022 ......................................................................................................... 17.41 45.29 61.55 124.25
Amortisation expense for the year................................................................................................... 8.37 26.99 69.97 105.33
Deductions during the year.................................................................................................................... — 7.33 4.88 12.21
Impairment during the year #............................................................................................................... — — 4.96 4.96
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AP
Balance as at 31 March, 2023.....................................................................................................

st
25.78 64.95 131.60 222.33
Net carrying amount
Net carrying amount as at 31st March, 2022 ......................................................................... 530.83 33.30 189.41 753.54
Net carrying amount as at 31 March, 2023 ..................................................................
st
622.72 51.04 289.67 963.43
.C
Note:
Others include Plant & Equipment, Vehicles and Furniture & Fixtures.
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# Impairment losses are recognised in the standalone statement of profit and loss as a part of exceptional items. [Refer Note 33]
5. Capital-work-in-progress (CWIP)
Rupees crores
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Cost
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Opening Balance 1,624.27 2,891.23

Additions during the year................................................................................................................................................................................................................... 2,308.18 2,199.19
Addition during the year - due to interest capitalisation............................................................................................................................................ 39.49 117.35
Acquisitions through business combinations [Refer note 44 (B)]......................................................................................................................... — 124.74
Total Additions during the year............................................................................................................................................................................................... 2,347.67 2,441.28
Deletions during the year
Transfer to property, plant and equipment........................................................................................................................................................................... 2,952.78 3,708.21
Deletions during the year.................................................................................................................................................................................................................. 0.19 0.03
Reclassified as held for sale............................................................................................................................................................................................................. 11.33 —
Impairment during the year #......................................................................................................................................................................................................... 57.38 —
Total Deletions during the year............................................................................................................................................................................................... 3,021.68 3,708.24
Closing Balance...................................................................................................................................................................................................................................... 950.27 1,624.27
5. Capital work-in-progress (CWIP) (contd.)

Ageing of capital work in progress
Rupees crores
Particulars Amount in CWIP for a period of
Less than 1-2 years 2-3 years More than Total
1 year 3 years
As at 31st March, 2023:
Projects in progress ................................................................................................................................... 721.25 127.15 29.82 72.05 950.27
(a) Projects temporarily suspended : Exceeded cost or overdue............................ — — — — —
(b) Projects temporarily suspended : Other than covered in above (a)............. — — — — —
Total........................................................................................................................................................................ 721.25 127.15 29.82 72.05 950.27
OM
Projects in progress ................................................................................................................................... 1,019.01 325.74 237.09 42.43 1,624.27
(a) Projects temporarily suspended : Exceeded cost or overdue............................ — — — — —
(b) Projects temporarily suspended : Other than covered in above (a)............. — — — — —
Total ..................................................................................................................................................................... 1,019.01 325.74 237.09 42.43 1,624.27
# Impairment losses are recognised in the standalone statement of profit and loss as a part of exceptional items.[Refer Note 33]
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6. Intangible Assets
Rupees crores
E.
Particulars Development Brand Computer Others Total
Expenditure Licences Software (refer note b)
(Internally
Cost
Balance as at 1st April, 2021...................................................................
Generated)
5,405.68
LIN 134.05 81.49 68.10 5,689.32
[Refer note 44 (B)] ............................................................................................ 241.40 — 25.66 — 267.06
TA
Additions/Transfer from Intangibles assets under
development during the year....................................................................... 1,221.89 — 5.51 — 1,227.40
Deductions/Transfer during the year .................................................... 1,180.95 — 7.95 — 1,188.90
Balance as at 31st March, 2022 .......................................................... 5,688.02 134.05 104.71 68.10 5,994.88
I
Balance as at 1st April, 2022 ................................................................ 5,688.02 134.05 104.71 68.10 5,994.88
AP
Additions/Transfer from Intangibles under

development during the year....................................................................... 2,950.61 — 21.06 1.33 2,973.00
Deductions during the year........................................................................... 571.95 — 16.87 — 588.82
Reclassified as held for sale.......................................................................... 119.97 — 14.29 — 134.26
.C
Balance as at 31st March, 2023 .......................................................... 7,946.71 134.05 94.61 69.43 8,244.80
Accumulated amortisation & impairment
Balance as at 1st April, 2021................................................................... 3,266.67 25.72 74.05 3.18 3,369.62
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[Refer note 44 (B)].............................................................................................. 202.99 — 14.73 — 217.72

Amortisation expense for the year.......................................................... 919.64 4.31 11.08 0.04 935.07
Deductions/Transfer during the year...................................................... 1,180.94 — 7.95 — 1,188.89
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Impairment during the year $...................................................................... 0.32 — — — 0.32

Balance as at 31st March, 2022............................................................ 3,208.68 30.03 91.91 3.22 3,333.84
Balance as at 1st April, 2022................................................................... 3,208.68 30.03 91.91 3.22 3,333.84
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Amortisation expense for the year.......................................................... 1,249.79 4.31 14.24 0.04 1,268.39
Impairment during the year #...................................................................... 372.75 — 0.46 — 373.21
Deductions during the year........................................................................... 571.95 — 16.87 — 588.82
Reclassified as held for sale.......................................................................... 62.72 — 5.18 — 67.90
Balance as at 31st March, 2023............................................................ 4,196.55 34.34 84.56 3.26 4,318.72
Net carrying amount
Net carrying amount as at 31st March, 2022.................................. 2,479.34 104.02 12.80 64.88 2,661.04
Net carrying amount as at 31st March, 2023........................... 3,750.16 99.71 10.05 66.17 3,926.08
Notes:-
a. Additions during the year includes Borrowing costs capitalised Rs. 72.21 crores (2022 : Rs. 70.25 crores).
b. Others include trade marks, transferable development rights etc.
$ Impairment losses are recognised in the standalone statement of profit and loss as depreciation, amortisation and impairment expenses
# Impairment losses are recognised in the standalone statement of profit and loss as a part of exceptional items. [Refer Note 33]
7. Intangible assets under development

Rupees crores
Opening Balance.................................................................................................................................................................................................................................... 3,638.47 3,234.23
Additions during the year
Addition during the period................................................................................................................................................................................................................. 1,944.14 1,289.89
Addition during the period - due to Interest Capitalisation....................................................................................................................................... 143.00 176.58
Acquisitions through business combinations [Refer note 44 (B)]......................................................................................................................... — 164.23
Total Additions........................................................................................................................................................................................................................................ 2,087.15 1,630.70
Deletions during the year
Transfer to Intangible Asset............................................................................................................................................................................................................. 2,950.60 1,221.89
OM
Deletion during the year..................................................................................................................................................................................................................... 750.79 1.51
Reclassified as held for sale............................................................................................................................................................................................................. 38.65 —
Impairment during the year #......................................................................................................................................................................................................... 151.23 3.06
Total Deletions........................................................................................................................................................................................................................................ 3,891.27 1,226.46
Closing Balance...................................................................................................................................................................................................................................... 1,834.35 3,638.47
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Ageing of intangible assets under development
Rupees crores
E.
Particulars Amount in Intangible assets under development for a period of
Less than 1-2 years 2-3 years More than Total

Projects in progress ...................................................................................................................................
LIN 1 year
599.91 550.53 220.85

3 years
463.05 1,834.35
Total ..................................................................................................................................................................... 599.91 550.53 220.85 463.05 1,834.35
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Total ..................................................................................................................................................................... 1,357.75 665.69 856.91 758.12 3,638.47
#O
ut of impairment losses recognised in the statement of profit and loss, Rs. 123.13 crores (2022: Rs. Nil) and Rs. 28.10 crores (2022: Rs. 3.06 crores)
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has been recognised in exceptional items and depreciation, amortisation and impairment expenses, respectively .
AP
8. Investments
A. Non-current investments
Particulars Face Value 2023 2022
.C
Per Unit Number Rupees Number Rupees

(Rupees) crores crores
Investments in Equity Instruments (fully paid-up)
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Quoted
(A) At Cost
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(i) In Subsidiary Companies

Equity shares
Mahindra & Mahindra Financial Services Limited................... 2 64,43,99,987 2,846.87 64,43,99,987 2,846.87
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Mahindra EPC Irrigation Limited........................................................... 10 1,51,44,433 77.75 1,51,44,433 77.75

Mahindra Holidays & Resorts India Limited.......................... 10 13,48,35,922 24.72 13,48,35,922 24.72
Mahindra Lifespace Developers Limited................................... 10 7,93,19,550 440.28 7,93,19,550 440.28
Mahindra Logistics Limited.................................................................... 10 4,18,12,257 41.81 4,18,12,257 41.81
Swaraj Engines Limited **......................................................................... 10 63,31,141 322.29 — —
3,753.72 3,431.43
(ii) In Associate Companies
Equity shares
Swaraj Engines Limited **............................................................... 10 — — 42,16,792 26.28
Tech Mahindra Limited...................................................................... 5 24,80,22,598 971.75 24,80,22,598 971.75
Mahindra CIE Automotive Limited @...................................... 10 1,21,22,068 306.28 4,33,44,512 1,095.16
1,278.03 2,093.19
8. Investments (contd.)
A. Non-current investments (contd.)
(B) Designated and carried at FVTPL
In Other Companies
SsangYong Motor Company ##............................................................ KRW 5,000 1,25,36,341 172.14 11,18,55,108 —
(C) Designated and carried at FVTOCI
In Other Companies
Equity shares.................................................................................................. 1.29 1.22
OM
1.29 1.22
5,205.18 5,525.84
Unquoted
(A) At Cost
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Equity shares
Gromax Agri Equipment Limited............................................ 10 59,73,218 4.29 59,73,218 4.29
E.
Kota Farm Services Limited...................................................... 10 2,73,420 — 2,73,420 —
Mahindra & Mahindra Contech Limited............................. 10 35,000 0.04 35,000 0.04
Mahindra Agri Solutions Limited............................................ 10 9,30,32,599 367.33 9,30,32,599 367.33
Mahindra and Mahindra South Africa (Proprietary)
Limited......................................................................................................
Mahindra Automotive Australia Pty. Limited.................
ZAR 1
AUD 1
LIN 5,20,00,000
45,75,000
28.54
21.16
5,20,00,000
45,75,000
28.54
21.16
Mahindra Automotive Mauritius Limited
TA
– Ordinary shares.............................................................................. EUR 1 13,30,05,001 1,075.42 13,30,05,001 1,075.42
– Ordinary shares.............................................................................. NA 1,10,50,23,98,69,39,88,000 735.54 3,65,36,06,54,761 474.36
Mahindra Aerospace Private Limited #............................. 10 91,23,89,607 1,106.96 — —
Mahindra Bangladesh Private Limited............................... BDT 100 — — 4,20,001 3.57
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Mahindra Construction Company Limited....................... 10 9,00,000 — 9,00,000 —

AP
Mahindra Consulting Engineers Limited........................... 10 — — 11,51,000 1.25

Mahindra Defence Systems Limited.................................... 10 1,67,23,655 292.95 1,67,23,655 292.95
Mahindra do Brasil Industrial Ltda.(quotas)................... BRL 1 6,09,10,950 97.80 6,09,10,950 97.80
Mahindra Electric Automobile Limited............................... 10 1,30,00,50,000 1,300.05 — —
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Mahindra Electric Automobile Limited [Including

169,44,44,445 partly paid Equity shares of Face
Value Rs.10 each partly paid to Re.1 each).................. 10 1,69,44,44,445 169.44 — —
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Mahindra eMarket Limited......................................................... 10 3,59,865 0.02 3,59,865 0.02

Mahindra Holdings Limited........................................................ 10 2,70,53,71,700 2,705.37 2,46,34,99,450 2,463.50
Mahindra Overseas Investment Company (Mauritius)
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Limited
– Ordinary shares.............................................................................. US $ 1 30,14,29,209 1,893.69 30,14,29,209 1,893.69
– Ordinary shares.............................................................................. NA 38,60,43,477 1,017.97 38,60,43,477 1,017.97
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Mahindra Telecom Energy Management Services

Private Limited................................................................................... 10 6,94,35,200 69.44 5,60,50,000 56.05
Mahindra Two Wheelers Europe Holdings S.a.r.l.:
– Class A shares................................................................................. EUR 1 1,49,00,000 188.71 1,49,00,000 188.71
– Class B shares................................................................................ EUR 0.05 1,60,00,00,000 633.90 1,60,00,00,000 633.90
– Class C shares................................................................................. EUR 0.03 53,33,33,300 135.16 53,33,33,300 135.16
– Class D shares................................................................................ EUR 0.02 1,65,00,00,000 286.35 1,65,00,00,000 286.35
Mahindra Two Wheelers Limited............................................ 0.02 41,22,50,37,146 433.73 41,22,50,37,146 433.73
Mahindra USA Inc.
– Class A shares................................................................................. US $ 0.25 45,60,00,000 755.08 45,60,00,000 755.08
– Class B shares................................................................................ US $ 0.16 67,25,00,000 795.94 67,25,00,000 795.94
Mahindra Waste To Energy Solutions Limited.............. 10 3,00,00,000 29.71 2,62,15,842 26.22
Mahindra Accelo Limited (Formerly known as
Mahindra Intertrade Limited) [including 1,50,00,000
shares of Face value of Rs. 10 Each partly paid-up
Rs.3 per share]................................................................................... 10 2,71,00,007 700.21 2,71,00,007 700.21
Mahindra Heavy Engines Limited.......................................... 10 63,44,00,000 415.04 63,44,00,000 415.04
Mahindra Integrated Business Solutions Private
Limited..................................................................................................... 10 82,79,511 178.84 82,79,511 178.84
OM
Mitsubishi Mahindra Agricultural Machinery Co.,
Limited :
– Equity share..................................................................................... NA 1 42.53 1 42.53
– Class A shares................................................................................. NA 3 149.06 3 149.06
M.I.T.R.A. Agro Equipments Private Limited#................. 10 2,63,126 89.02 — —
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NBS International Limited.......................................................... 10 4,45,50,466 45.30 4,45,50,466 45.30
Resurgence Solarize Urja Private Limited...................... 10 25,94,800 2.59 — —
E.
Sampo Rosenlew Oy #................................................................. NA 16,062 312.96 — —
Officemartindia.com Limited..................................................... 10 7,49,997 — 7,49,997 —
Trringo.com Limited........................................................................ 10 2,74,60,000 27.46 2,74,60,000 27.46
(ii) In Trust Securities

M&M Benefit Trust..............................................................................
LIN 16,107.60
1,189.42
12,611.47
1,189.42
M&M Fractional Entitlement Trust........................................... 0.01 0.01
TA
Sunrise Initiatives Trust ................................................................. 62.30 62.30
1,251.73 1,251.73
(iii) In Associate Companies
Equity shares
I
PF Holdings B.V...................................................................................... EUR 1 2,63,36,050 254.05 2,63,36,050 254.05

AP
PSL Media & Communications Limited.................................. 5 19,750 0.01 19,750 0.01

Brainbees Solutions Private Limited ~.................................. 2 4,11,16,885 320.73 1,64,46,754 320.73
ReNew Sunlight Energy Private Limited.............................. 10 1,60,74,000 16.07 1,60,74,000 16.07
.C
590.86 590.86
Preference shares
(classified as equity instruments)
Series C Preferred shares: Resson Aerospace
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Corporation............................................................................................... NA 8,00,402 34.45 8,00,402 34.45

Brainbees Solutions Private Limited - Compulsorily
Convertible Preference shares - Series D1 CCPS ~...... 2 1,22,17,950 95.07 48,87,180 95.07
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129.52 129.52
720.38 720.38
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(iv) In Joint Venture Companies

Equity shares
Carnot Technologies Private Limited................................... 10 4,734 5.95 4,734 5.95
Classic Legends Private Limited............................................. 10 31,50,00,235 315.71 24,25,28,000 243.24
M.I.T.R.A Agro Equipments Private Limited #................. 10 — — 1,24,537 23.80
Mahindra Aerospace Private Limited #.............................. 10 — — 83,56,30,306 1,075.45
Mahindra Ideal Lanka (Private) Limited............................. LKR 1000 1,75,000 6.79 1,75,000 6.79
Sanyo Special Steel Manufacturing India Private 10 — — 34,75,264 145.13
Limited (formerly known as Mahindra Sanyo Special
Steel Private Limited).....................................................................
Sampo Rosenlew Oy#.................................................................... NA — — 4,995 218.34
Smartshift Logistics Solutions Private Limited ^^..... 10 2,77,68,400 71.56 3,47,105 71.56
400.01 1,790.26
Preference shares
(classified as equity instruments)
Compulsory Convertible Cumulative Preference
shares: Carnot Technologies Private Limited .............
– Series A ............................................................................................. 100 6,663 5.77 6,663 5.77
– Series B ............................................................................................. 100 2,298 3.00 2,298 3.00
OM
– Series C ............................................................................................. 100 7,423 11.50 7,423 11.50
– Seed ..................................................................................................... 100 4,480 5.85 4,480 5.85
Compulsorily Convertible Cumulative Participating
Preference shares: Smartshift Logistics Solutions
Private Limited:
C
– 0.01% Series C ............................................................................ 100 3,15,788 64.38 3,15,788 64.38
– 0.01% Series C1 ........................................................................ 100 1,84,529 37.50 1,84,529 37.50
Non Cumulative Compulsorily Convertible
E.
Preference shares: Zoomcar India Private Limited:
– 0.0001% Series P1 .................................................................. 10 3,63,752 129.13 3,63,752 129.13
– 0.0001% Series P2 .................................................................. 10 1,03,063 — 1,03,063 —
(B) Designated and carried at FVTOCI

LIN 257.13
657.14
257.13
2,047.39
(i) In Other Companies

TA
Gamaya SA:
– Irredeemable Preferred shares............................................... CHF 1 30,469 — 30,469 —
– Common shares................................................................................. CHF 1 300 — 300 —
TVS Automobile Solutions Private Limited:
I
Compulsorily Convertible Preference shares ................. 10 — — 3,32,295 35.00

AP
Equity shares - others....................................................................... 0.07 0.07

0.07 35.07
Investments in Equity Instruments (Total)......................................... 23,942.10 22,191.88
Investments in Debt instruments:
.C
Unquoted
At Amortised Cost
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10.00% Non-Cumulative Redeemable Participating

Preference shares: Mahindra Construction Company
Limited ..................................................................................................... 100 5,40,000 — 5,40,000 —
W
— —
(ii)
In Other Companies
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Others ...................................................................................................... * *
Investments in Debt Instruments (Total)............................................ — —
Other Non Current Investments
Unquoted
Mandatorily measured and Carried at FVTPL:
6.00% Optionally Convertible Cumulative
Redeemable Preference shares : Mahindra Agri
Solutions Limited............................................................................... 46 1,06,96,170 29.82 1,06,96,170 38.86
7.91% Optionally Convertible Redeemable Bonds :
Mahindra Two Wheelers Europe Holdings S.a.r.l.......... 1 6,57,70,67,725 62.75 — —
92.57 38.86
(ii) In Joint Venture Companies
18.00% Optionally Convertible Debenture:
Zoomcar India Private Limited................................................. 1,00,000 — — — —
(iii) In Others
Investment in Alternate Investment Fund....................... 26.24 24.75
26.24 24.75
OM
Other Non-Current Investments (Total)................................................... 118.81 63.61
Total Non-Current Investments (Gross)................................................... 24,060.92 22,255.49
Less: Aggregate amount of impairment in value of
investments.......................................................................................................... (6,521.86) (5,953.09)
Total Non-Current Investments (Net)........................................................ 17,539.06 16,302.40
C
Other Disclosures
(i) Aggregate amount of quoted investments (Gross)..................... 5,205.18 5,525.84
E.
Market Value of quoted investments................................................ 51,714.55 57,237.27
(ii) Aggregate amount of unquoted investments (Gross)............... 18,855.74 16,729.65
Notes:
** Status has been changed from Associate to Subsidiary
# Status has been changed from Joint Venture to Subsidiary
~ Face value has been reduced from 5 to 2
LIN
^^ Bonus shares issued in the ratio of 1:79
## Company renamed as “KG Mobility”, trading resumed on a stock exchange outside India post 31st March, 2023
TA
@ Subsequent to 31st March, 2023 entire shares has been sold
B. Current investments
I
Quoted:
AP
Mandatorily measured and carried at FVTPL

Investments in Mutual Funds.......................................................................................................................................................................................................... 6,841.82 6,760.77
Investments in Market Linked Debentures............................................................................................................................................................................ 100.53 —
6,942.35 6,760.77
.C
Designated and carried at FVTOCI

Investments in Equity Instruments.............................................................................................................................................................................................. 0.01 0.01
Investments in Debentures and Bonds..................................................................................................................................................................................... 24.85 31.09
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Investments in Government securities ................................................................................................................................................................................... 10.02 4.99

34.88 36.09
6,977.23 6,796.86
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Unquoted:
Carried at FVTOCI
Investments in Commercial Papers............................................................................................................................................................................................. 312.16 —
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312.16 —
Carried at amortised cost
Investments in Corporate Fixed Deposits ............................................................................................................................................................................. 254.19 253.00
254.19 253.00
Designated and carried at FVTOCI
Investments in Certificate of Deposits ................................................................................................................................................................................... 2,004.43 852.20
Total Current Investments 9,548.01 7,902.06

Other Disclosures
(i) Aggregate amount of quoted investments (Gross)............................................................................................................................................. 6,977.23 6,796.86
Market Value of quoted investments............................................................................................................................................................................ 6,977.23 6,796.86
(ii) Aggregate amount of unquoted investments (Gross)....................................................................................................................................... 2,570.78 1,105.20
9. Loans
Rupees crores
Particulars Non-Current Current
2023 2022 2023 2022
(a) Loans to related parties (refer note 39)

Unsecured considered good............................................................................................................. 169.31 310.79 2,173.47 1,791.70
Credit impaired ........................................................................................................................................ 6.00 11.00 4.59 5.27
175.31 321.79 2,178.06 1,796.97
Less: Loss Allowance .......................................................................................................................... 6.00 11.00 4.59 5.27
Total (a)........................................................................................................................................................ 169.31 310.79 2,173.47 1,791.70
OM
(b) Other Loans
Unsecured, considered good ......................................................................................................... 8.14 12.86 3.49 53.82
Credit impaired ........................................................................................................................................ — 246.19 — —
8.14 259.05 3.49 53.82
C
Less: Loss Allowance .......................................................................................................................... — 184.64 — —
Total (b)........................................................................................................................................................ 8.14 74.41 3.49 53.82
E.
Total Loans................................................................................................................................................ 177.45 385.20 2,176.96 1,845.52
(a) Non current Loan to Related Parties includes Loan to Director Rs 0.31 crores (2022 : Rs 0.79 crores).
(b) Other Current and Non Current Loans mainly includes loans to employees and loans given to other companies.
(c) Loans given to employees as per the Company’s policy are not considered for the purposes of disclosure under Section 186(4) of the
Companies Act, 2013.
LIN
10. Other Financial Assets
Rupees crores
TA
2023 2022 2023 2022
I
Carried at amortised cost:

AP
Security deposits................................................................................................................................................. 44.10 41.10 16.02 21.21

Corporate Fixed Deposits ............................................................................................................................ — 102.09 — —
Bank deposits with more than 12 months maturity .............................................................. 408.26 421.19 — —
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Interest accrued................................................................................................................................................... — — 151.62 132.79

Other financial assets...................................................................................................................................... 1,022.73 976.81 1,133.05 666.25
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Carried at fair value:

Derivative financial assets............................................................................................................................ — 4.47 20.80 237.83
Derivatives on Interest over Subsidiaries, Associates and Joint Ventures.................. 28.20 21.54 — 70.37
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Total Other Financial Assets.................................................................................................................. 1,503.29 1,567.20 1,321.49 1,128.45

Other Financial Assets include receivables for oil royalty income, scrap sales, incentive receivables, share application money and other recoverable
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expenses.
Derivative financial assets includes foreign currency forwards, commodity derivatives in the nature of forward contracts, interest rate swaps and options.
11. Other Non Financial Assets

Rupees crores
2023 2022 2023 2022
Capital advances................................................................................................................................................... 804.60 784.82 — —
Other advances 440.36 526.62 3,499.68 2,639.93
Total Other Non Financial Assets....................................................................................................... 1,244.96 1,311.44 3,499.68 2,639.93
Other advances include advances to suppliers, prepaid expenses, export benefits receivable, other recoverable expenses, balances with government
authorities (other than income taxes) and Goods and Services Tax (GST) receivable and contract assets.
12. Inventories
Rupees crores
Raw Materials and Bought-out Components [includes in transit Rs. 400.29 crores; 2022 : Rs. 122.17 crores]................ 4,381.05 2,544.76
Work-in-Progress...................................................................................................................................................................................................................................... 158.73 136.83
Finished Goods.......................................................................................................................................................................................................................................... 2,849.85 2,222.70
Stock-in-Trade [includes in transit Nil; 2022 : Rs. 0.31 crores]............................................................................................................................. 747.54 587.04
Manufactured Components.............................................................................................................................................................................................................. 461.14 280.50
Stores and Spares................................................................................................................................................................................................................................... 204.56 124.97
OM
Tools................................................................................................................................................................................................................................................................. 78.48 73.59
Total Inventories................................................................................................................................................................................................................................... 8,881.35 5,970.39
(a) The amount of inventories recognised as an expense is Rs. 72,365.57 crores (2022 : Rs. 48,490.27 crores) including Rs. 200.56 crores
(2022 : Rs. 75.94 crores) in respect of write-down of inventories to net realisable value, and has been reduced by Rs. 95.45 crores (2022 :
Rs. 63.73 crores) in respect of the reversal of such write downs. Reversal in provision is due to sale and/or consumption of inventories provided for
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in earlier years.
(b) The Company has availed working capital facilities and other non-fund based facilities viz. bank guarantees and letters of credit, some of which are
E.
secured by hypothecation of inventories.
(c) Method of valuation of inventories is stated in Note 2(h).
13. Trade Receivables
Particulars
LIN 2023
Rupees crores
2022
Unsecured, considered good............................................................................................................................................................................................................ 4,041.73 3,028.87
TA
Credit impaired.......................................................................................................................................................................................................................................... 226.60 248.85
4,268.33 3,277.72
Less: Loss Allowance [(Refer Note 38 - 2(b)]. .................................................................................................................................................................. 226.60 239.15
I
Total Trade Receivables................................................................................................................................................................................................................. 4,041.73 3,038.57

AP
Ageing of trade receivables

Rupees crores
.C
Particulars Outstanding for following periods from due date of payment
Not due Less than 6 months - 1-2 years 2-3 years More than Total
6 months 1 year 3 years
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As at 31st March, 2023

Undisputed trade receivables - considered good ................ 1,440.02 2,450.54 84.53 36.56 16.89 13.19 4,041.73
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Undisputed trade receivables - credit impaired .................... — 2.34 15.80 9.66 34.88 66.25 128.93
Disputed trade receivables - credit impaired ......................... — 0.01 2.10 12.47 10.73 72.36 97.67
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1,440.02 2,452.89 102.43 58.69 62.50 151.80 4,268.33

Less: Loss Allowance [Refer Note 38 - 2(b)] .......................... (226.60)
Total ................................................................................................................... 4,041.73
As at 31 March, 2022 st
Undisputed trade receivables - considered good ................ 1,158.22 1,616.20 111.19 60.75 40.79 41.72 3,028.87
Undisputed trade receivables - credit impaired .................... — 1.34 34.83 69.50 25.31 38.20 169.18
Disputed trade receivables - credit impaired ......................... — 0.20 16.21 8.07 9.67 45.52 79.67
1,158.22 1,617.74 162.23 138.32 75.77 125.44 3,277.72
Less: Loss Allowance ............................................................................... (239.15)
Total ................................................................................................................... 3,038.57
14. Cash & Cash Equivalents and Bank Balances

Rupees crores
a) Cash and cash equivalents
Balances with banks
– On Current accounts......................................................................................................................................................................................................................... 547.79 384.75
– Fixed deposits with original maturity less than 3 months..................................................................................................................................... 656.73 261.72
1,204.52 646.47
Cheques, drafts on hand (including in transit)..................................................................................................................................................................... 105.51 70.70
Cash on hand.............................................................................................................................................................................................................................................. 0.08 0.09
OM
Total Cash and cash equivalents............................................................................................................................................................................................ 1,310.11 717.26
b) Bank Balances other than Cash and Cash Equivalents
Earmarked balances with banks.................................................................................................................................................................................................... 17.18 17.16
Balances with banks on margin accounts.............................................................................................................................................................................. 9.78 9.71
Fixed deposits............................................................................................................................................................................................................................................. 3,144.68 2,906.44
C
Total Other Bank balances........................................................................................................................................................................................................... 3,171.64 2,933.31
E.
15. Assets held for sale
In April, 2022 , the Company agreed to sell 34,75,264 Equity shares of Rs. 10 each in Sanyo Special Steel Manufacturing India Private Limited (Formerly
known as Mahindra Sanyo Special Steel Private Limited) (‘SSSMIPL’) aggregating 22.81% of paid-up Equity Share Capital of SSSMIPL to Sanyo Special
Steel Co., Ltd (“Sanyo”). The investment has been classified as ‘Asset Held for Sale’ as at 31st March, 2023. The sale has been completed subsequent to
31st March, 2023 before the financial statements have been approved for issue by the Board.
On 22nd March, 2023, the Company has approved to sell/transfer assets and/or business pertaining to the Last Mile Mobility Business of the Company
LIN
to a new company to be incorporated as a wholly owned subsidiary of the Company. The transaction is subject to customary approvals. Accordingly, the
identified assets and liabilities have been classified as ‘Held for Sale’ as at 31st March, 2023 in the Standalone Balance sheet.
TA
16. Equity Share Capital
Rupees crores
I
AP
Authorised:
22,31,30,00,000 (2022: 1810,00,00,000) Ordinary (Equity) Shares of Rs. 5 each............................................................................. 11,156.50 9,050.00
25,00,000 Unclassified Shares of Rs. 100 each (2022: 25,00,000)................................................................................................................. 25.00 25.00
150,00,00,000 Preference Shares of Rs. 10 each (2022: 150,00,00,000)................................................................................................ 1,500.00 1,500.00
.C
12,681.50 10,575.00
Issued and Subscribed and Paid-up:
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1,24,35,28,831 (2022: 1,24,31,92,544) Ordinary (Equity) Shares of Rs. 5 each fully paid up................................................... 621.77 621.60
Less:
4,54,10,607 (2022: 4,65,91,301) Ordinary (Equity) Shares of Rs. 5 each fully paid up issued to M&M ESOP Trust
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but not yet allotted to employees.............................................................................................................................................................................................. 22.72 23.30

Adjusted Issued, Subscribed and Paid-up Share Capital.................................................................................................................................... 599.05 598.30
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a. Reconciliation of number of Ordinary (Equity) Shares and amount outstanding:

No. Rupees No. Rupees
of Shares Crores of Shares Crores
Issued, Subscribed and Paid-up :
At the beginning of the year..................................................................................................... 1,24,31,92,544 621.60 1,24,31,92,544 621.60
Add: Shares issued under scheme of arrangement.................................................... 3,36,287 0.17 — —
1,24,35,28,831 621.77 1,24,31,92,544 621.60
Less: Shares issued to M&M ESOP Trust but not allotted to employees....... 4,54,10,607 22.72 4,65,91,301 23.30
Adjusted Issued, Subscribed and Paid-up Share Capital................................... 1,19,81,18,224 599.05 1,19,66,01,243 598.30
16. Equity Share Capital (contd.)

b. The Ordinary (Equity) Shares of the Company rank pari-passu in all respects including voting rights and entitlement to dividend.
c. Details of Ordinary (Equity) Shares held by shareholders holding more than 5% of the aggregate Issued, Subscribed and Paid-up shares of the
Company:
Name of the Shareholder 2023 2022

No. Shareholding No. Shareholding
of Shares % of Shares %
Prudential Management and Services Private Limited................................................ 14,15,21,940 11.38 14,15,21,940 11.38
M&M Benefit Trust................................................................................................................................. 8,44,70,428 6.79 8,44,70,428 6.79
Life Insurance Corporation of India............................................................................................ 6,21,30,470 5.00 8,55,54,624 6.88
OM
d. Details of Ordinary (Equity) Shares held by Promoter and Promoter group:
Name of the Promoters 2023 2022

No. Shareholding % Change No. Shareholding % Change
C
of Shares % during the of Shares % during the
year year
E.
Promoters:
Anand Mahindra ..................................................................... 14,30,008 0.12% — 14,30,008 0.12% —
Keshub Mahindra ...................................................................
Sub Total (A) ..........................................................................
8,84,592
23,14,600
LIN
0.07%
0.19%
— 8,84,592
23,14,600
0.07%
0.19%
—
Promoter Group:
TA
Anjali K Mahindra..................................................................... 2,04,438 0.02% 0.00% 2,12,208 0.02% —
Anuradha Mahindra................................................................ 4,57,090 0.04% — 4,57,090 0.04% —
Dhruv S Sharma....................................................................... 30,000 0.00% — 30,000 0.00% —
I
Deveshwar Jagat Sharma.................................................. 30,000 0.00% — 30,000 0.00% —

AP
Gautam P Khandelwal......................................................... 4,600 0.00% — 4,600 0.00% —

Leena S Labroo......................................................................... 12,51,884 0.10% — 12,51,884 0.10% 0.00%
Nisheeta Labroo....................................................................... 1,60,500 0.01% — 1,60,500 0.01% 0.00%
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Aneesha Labroo........................................................................ 1,60,000 0.01% — 1,60,000 0.01% —

Radhika Nath.............................................................................. 93,616 0.01% — 93,616 0.01% —
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Sanjay Labroo............................................................................ 2,89,440 0.02% 0.01% 1,45,440 0.01% —

Sudha Keshub Mahindra..................................................... 14,52,032 0.12% — 14,52,032 0.12% —
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Uma R Malhotra....................................................................... 10,09,604 0.08% — 10,09,604 0.08% —

Yuthica Keshub Mahindra.................................................. 6,44,744 0.05% 0.01% 7,16,744 0.06% 0.00%
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Kema Services International Private Limited...... 7,34,832 0.06% — 7,34,832 0.06% —

Prudential Management and Services Private
Limited............................................................................................. 14,15,21,940 11.38% — 14,15,21,940 11.38% —
M&M Benefit Trust................................................................. 8,44,70,428 6.79% — 8,44,70,428 6.79% —
Sub Total (B) .......................................................................... 23,25,15,148 18.69% 23,24,50,918 18.69%
Total (A+B) ............................................................................... 23,48,29,748 18.88% 23,47,65,518 18.88%
e. For the period of preceding five years as on the Balance Sheet date, Issued, Subscribed and Paid-up Share Capital includes:
i. Aggregate of 8,40,175 (2022: 5,03,888) Ordinary (Equity) Shares of Rs. 5 each allotted as fully paid-up pursuant to scheme of arrangement
without payment being received in cash.
ii. Aggregate of 62,15,96,272 (2022: 62,15,96,272) Ordinary (Equity) Shares allotted as fully paid up by way of bonus shares.
17. Details of Dividends proposed:

Rupees crores
Dividend per share (Rupees)........................................................................................................................................................................................................... 16.25 11.55
Dividend on Equity Shares................................................................................................................................................................................................................ 2,020.73 1,435.89
Total Dividend ...................................................................................................................................................................................................................................... 2,020.73 1,435.89
18. Borrowings
a) Long Term Borrowings
i) Non Current borrowings
OM
Rupees crores
Unsecured (Carried at Amortised Cost):
Debentures........................................................................................................................................................................................................................... 1,471.24 3,467.38
C
Term loan from banks................................................................................................................................................................................................... 600.00 1,841.67
Other loans........................................................................................................................................................................................................................... 260.32 372.48
E.
Total Unsecured Borrowings............................................................................................................................................................................... 2,331.56 5,681.53
(a) Debentures:
LIN 2023
Rupees crores
2022
– 9.55% p.a. Senior Redeemable Non-Convertible Debentures maturing in July 2063 ............................... 500.00 500.00
TA
– 7.57% p.a. Redeemable Non-Convertible Debentures maturing in September 2026 ............................... 475.00 475.00
– 6.19% p.a. Redeemable Non-Convertible Debentures maturing in June 2025#............................................. 500.00 500.00
– 6.78% p.a. Redeemable Non-Convertible Debentures maturing in April, 2023 ............................................. — 1,000.00
I
– 6.65% p.a. Redeemable Non-Convertible Debentures maturing in April, 2023 ............................................. — 1,000.00
AP
Less: Unamortised finance cost ............................................................................................................................................................. 3.76 7.62

1,471.24 3,467.38
.C
# The Company and the debentures holders have call and put option respectively to redeem, in part or in full, the debentures on
8th June, 2023 and 8th June, 2024.
(b) Term Loan from Banks:
The Company has Unsecured Term Loan from banks which are repayable over a period of maximum five years upto May 2025 and carry
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interest rates which is linked to Repo rate with 2% p.a.p.m. Certain loans have floor rate and ceiling rate defined such that the effective
interest rate would range between 5.95% p.a.p.m. to 7.95% p.a.p.m.
(c) Other loans mainly comprise of deferred sales tax loans which are interest free and repayable in five equal installments after ten years from
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the year of availment of respective loan.
b) Short Term Borrowings

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Rupees crores
Secured (Carried at Amortised Cost):
Loans and Advances on cash credit account from Banks ............................................................................................................................. — 2.56
Commercial Papers .................................................................................................................................................................................................................... — 496.48
Current maturities of long term borrowings .......................................................................................................................................................... 2,312.17 317.20
Total Short Term Borrowings.......................................................................................................................................................................................... 2,312.17 816.24
The Company has also availed working capital facilities and other non-fund based facilities viz. bank guarantees and letters of credit, which are
secured by hypothecation of inventories.
18. Borrowings (contd.)

b) Short Term Borrowings (contd.)
Reconciliation of movement in borrowings to cash flows from financing activities
Rupees crores
Opening balance
– Long Term Borrowings........................................................................................................................................................................................................... 5,681.53 6,989.84
– Short Term Borrowings......................................................................................................................................................................................................... 816.24 672.50
– Unclaimed matured Deposits............................................................................................................................................................................................ 0.07 0.09
OM
Total Opening Balance.......................................................................................................................................................................................................... 6,497.84 7,662.43
a) Acquisitions through business combinations [Refer Note 44 (B)]............................................................................................................. — 288.79
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b) Cash flow movements
– Proceeds from borrowings..................................................................................................................................................................................... — 966.61
E.
– Repayment of borrowings...................................................................................................................................................................................... (1,861.43) (2,514.72)
(1,861.43) (1,548.11)
c) Non-cash movements
LIN
– Effect of amortisation of loan origination costs....................................................................................................................................
– Foreign exchange translation...............................................................................................................................................................................
7.33
—
19.05
3.93
– Forward contract adjustment.............................................................................................................................................................................. — 71.75
TA
7.33 94.73
Closing Balance
I
– Short Term Borrowings (other than loans repayable on demand)........................................................................................................ 2,312.17 816.24
AP

Total Closing Balance............................................................................................................................................................................................................. 4,643.74 6,497.84
19. Other Financial Liabilities

.C
Rupees crores
W
2023 2022 2023 2022

Carried at Amortised Cost:
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Interest accrued and not due on borrowings................................................................................. — — 177.77 182.75

Unclaimed dividends.......................................................................................................................................... — — 17.18 17.16
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Unclaimed matured deposits and interest accrued thereon................................................ — — 0.01 0.07

Security Deposits................................................................................................................................................ 90.43 86.07 — —
Other liabilities ................................................................................................................................................... 559.42 562.66 1,338.02 1,151.96
Carried at Fair Value:

Derivative financial Liabilities...................................................................................................................... — — 89.23 22.37
Derivatives on Interest in Subsidiaries, Associates and Joint Ventures........................ 28.51 34.39 — 22.22
Total other financial liabilities............................................................................................................. 678.36 683.12 1,622.21 1,396.52
Other liabilities include salaries and wages payable, capital creditors, brand licenses payable, monies adjusted from share capital and other equity on
account of shares held by M&M ESOP Trust pending transfer to the eligible employees.
20. Provisions
Rupees crores
2023 2022 2023 2022
Provision for Employee Benefits................................................................................................................ 731.61 578.68 147.97 117.37
Provision for Warranty....................................................................................................................................... 448.42 316.67 350.51 265.30
Provision for Service Coupons..................................................................................................................... 27.06 29.80 108.35 81.11
Total Provisions................................................................................................................................................... 1,207.09 925.15 606.83 463.78
OM
Provision for warranty relates to provision made in respect of sale of certain products and components, the estimated cost of which is accrued at the
time of sale. The products are generally covered under a free warranty period ranging from 1 to 8 years.
Provision for employee benefits includes gratuity, provident fund, post retirement benefits, compensated absence etc.
The movement in provision for warranty and service coupon is as follows :
Rupees crores
C
Particulars Warranty Service coupons
E.
2023 2022 2023 2022
Opening Balance................................................................................................................................................... 581.97 572.29 110.91 98.25
Addition due to the scheme of Arrangement..................................................................................
Additional net provisions recognised during the year...............................................................

LIN —
589.24
7.18
272.29 151.64
— 0.67
116.93
Amounts utilised during the year............................................................................................................. (389.58) (292.14) (126.89) (107.99)

TA
Unwinding of discount...................................................................................................................................... 26.57 22.35 3.96 3.05
Reclassified as held for sale......................................................................................................................... (9.28) — (4.22) —

I
Closing Balance.................................................................................................................................................. 798.93 581.97 135.41 110.91

AP
21. Income Taxes

Deferred Tax (Assets)/Liabilities (Net)
Rupees crores
.C
Particulars Balance as at Acquisitions Charge/(credit) Charge/(credit) Balance as at

01-04-2022 through to Profit or to OCI 31-3-2023
business Loss
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combinations
Tax effect of items resulting in taxable temporary differences

W
Allowances on Property, Plant and Equipment and Intangible

Assets........................................................................................................................................ 2,109.51 — (182.54) — 1,926.95
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Others........................................................................................................................................ 73.62 — 37.56 — 111.18
Tax effect of items resulting in deductible temporary differences
Provision for employee benefits............................................................................. (220.66) — (22.49) (31.23) (274.38)
Allowances for credit losses...................................................................................... (86.00) — 4.29 — (81.71)
Long term capital losses.............................................................................................. (48.65) — (41.70) — (90.35)
Others........................................................................................................................................ (65.64) — (59.48) 3.72 (121.40)
Total Deferred Tax (Assets)/Liabilities (Net).......................................................... 1,762.18 — (264.37) (27.51) 1,470.29

21. Income Taxes (contd.)

Deferred Tax (Assets)/Liabilities (Net) (contd.)
Rupees crores
Particulars Balance as at Acquisitions Charge/(credit) Charge/(credit) Balance as at
01-04-2021 through to Profit or to OCI 31-3-2022
business Loss
combinations
[Refer note 44
(B)]
Tax effect of items resulting in taxable temporary differences
Allowances on Property, Plant and Equipment and Intangible
OM
Assets...................................................................................................................................... 1,873.20 60.44 175.87 — 2,109.51
Others...................................................................................................................................... 59.45 — 14.17 — 73.62
Tax effect of items resulting in deductible temporary differences
Provision for employee benefits........................................................................... (269.01) (4.10) 18.30 34.16 (220.66)
C
Allowances for credit losses.................................................................................... (79.71) (3.51) (2.78) — (86.00)
Long term capital losses............................................................................................ (71.80) — 23.15 — (48.65)
E.
Others...................................................................................................................................... (62.46) (2.16) (2.30) 1.28 (65.64)
Total Deferred Tax (Assets)/Liabilities (Net)........................................................ 1,449.67 50.67 226.41 35.44 1,762.18
Income Tax recognised in profit or loss LIN Rupees crores

TA
Current Tax:
In respect of current year................................................................................................................................................................................................................ 2,033.85 1,066.87
In respect of prior year....................................................................................................................................................................................................................... (187.34) (15.18)
I
1,846.51 1,051.69
AP
Deferred Tax:
In respect of current year origination and reversal of temporary differences........................................................................................... (215.17) 198.67
.C
Effect of utilisation/(recognition) of deferred tax on capital losses................................................................................................................... (41.70) 23.15

In respect of prior year....................................................................................................................................................................................................................... (7.50) 4.59
(264.37) 226.41
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Total Income Tax recognised in profit or loss............................................................................................................................................................ 1,582.14 1,278.10
Income tax recognised in Other comprehensive income

W
Rupees crores
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Deferred tax related to items recognised in other comprehensive income during the year:
Effective portion of gains and loss on designated portion of hedging instruments in a cash flow hedge............................ (4.19) (1.53)
Net fair value gain on investments in debt instruments at FVTOCI.................................................................................................................. 0.47 0.25
Remeasurement of defined benefit plans............................................................................................................................................................................. 31.23 (34.16)
Sub Total (A)............................................................................................................................................................................................................................................. 27.51 (35.44)
Current tax related to items recognised in other comprehensive income during the year:
Net fair value gain on investments in equity shares at FVTOCI (2.52) —
Sub Total (B)............................................................................................................................................................................................................................................ (2.52) —
Total Income tax recognised in Other comprehensive income Total (A) + (B)............................................................................... 24.99 (35.44)
21. Income Taxes (contd.)

The reconciliation of estimated income tax expense at tax rate to income tax expense reported in profit or loss is as follows:
Rupees crores
Profit before tax...................................................................................................................................................................................................................................... 8,130.78 6,147.98
Applicable Income tax rate.............................................................................................................................................................................................................. 25.17% 25.17%
Expected income tax expense....................................................................................................................................................................................................... 2,046.35 1,547.32
Tax effect of adjustments to reconcile expected income tax expense to reported income tax expense:
OM
Effect of income exempt from tax / non taxable on compliance of conditions....................................................................................... (429.04) (361.65)
Effect of income chargeable at specified tax rates........................................................................................................................................................ (164.56) (142.06)
Effect of expenses/provisions not deductible in determining taxable profit................................................................................................ 340.21 216.92
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Effect of utilisation/ (recognition) of deferred tax on capital losses................................................................................................................. (41.70) 23.15
Effect of net additional / (reversal) of provision in respect of prior years................................................................................................... (194.84) (10.59)
E.
Others.............................................................................................................................................................................................................................................................. 25.72 5.01
Reported income tax expense................................................................................................................................................................................................. 1,582.14 1,278.10
The amount and expiry period of unused capital losses for which no deferred tax asset is recognised in the Balance Sheet LIN Rupees crores
Expiry Period 2023 2022
TA
More than Five Years............................................................................................................................................................................................................................ 3,078.66 —
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22. Other Non Financial Liabilities

AP
Rupees crores
2023 2022 2023 2022
.C
Contract Liabilities................................................................................................................................................ 427.62 211.85 560.39 664.51
Others............................................................................................................................................................................ — — 3,017.82 2,281.69

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Total Other Non Financial Liabilities................................................................................................. 427.62 211.85 3,578.21 2,946.20
Others mainly include government dues, taxes payable, GST payable and salary deductions payable.
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There are no amounts due and outstanding to be credited to the Investor Education and Protection Fund.
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23. Trade Payables

Rupees crores
Total outstanding dues of micro enterprises and small enterprises................................................................................................................. 206.93 116.32
Total outstanding dues other than micro enterprises and small enterprises
– Trade payable - Other than Micro and small enterprises ..................................................................................................................................... 16,028.39 11,919.29
– Acceptances............................................................................................................................................................................................................................................ 910.30 934.52
16,938.69 12,853.81
Total Trade Payables........................................................................................................................................................................................................................ 17,145.62 12,970.13

23. Trade Payables (contd.)

Micro and Small enterprises have been identified by the Company on the basis of the information available. Total outstanding dues of Micro and
Small enterprises, which are outstanding for more than the stipulated period and other disclosures as per the Micro, Small and Medium Enterprises
Development Act, 2006 (hereinafter referred to as “the MSMED Act”) are given below :
Rupees crores
(a) Dues remaining unpaid at the end of each accounting year for micro and small enterprises
– Principal......................................................................................................................................................................................................................................... 5.31 3.56
– Interest on the above.......................................................................................................................................................................................................... 0.13 0.51
(b) Interest paid in terms of Section 16 of the MSMED Act along with the amount of payment made to the
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supplier beyond the appointed day during the year
– Principal paid beyond the appointed date............................................................................................................................................................ 460.33 636.01
– Interest paid in terms of Section 16 of the MSMED Act........................................................................................................................... 0.66 1.10
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(c) Amount of interest due and payable for the period of delay on payments made beyond the appointed day
during the year ......................................................................................................................................................................................................................... 2.03 0.89
E.
(d) Further interest due and payable even in the succeeding years, until such date when the interest dues as
above are actually paid to the small enterprises ............................................................................................................................................ 1.80 2.04
(e)
Ageing of trade payables

LIN
Amount of interest accrued and remaining unpaid........................................................................................................................................... 3.96 3.44
Rupees crores
Particulars Outstanding for following periods from due date of payment

TA
Not due Less than 1-2 years 2-3 years More than Total
1 year 3 years

I
AP
Trade Payables
MSME................................................................................................................ 201.61 5.25 0.07 — — 206.93
Others............................................................................................................... 10,938.66 1,412.94 45.95 2.15 7.42 12,407.12

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Disputed dues - Others........................................................................ — — — — 0.03 0.03
11,140.27 1,418.19 46.02 2.15 7.45 12,614.08

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Accrued Expenses.................................................................................... 4,531.54
Total.................................................................................................................. 17,145.62
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As at 31 March, 2022
st
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Trade Payables
MSME................................................................................................................ 112.76 3.56 — — — 116.32
Others............................................................................................................... 8,443.75 667.22 20.10 11.63 30.51 9,173.21
Disputed dues - Others........................................................................ — — — — 0.03 0.03
8,556.51 670.78 20.10 11.63 30.54 9,289.56
Accrued Expenses.................................................................................... 3,680.57
Total................................................................................................................... 12,970.13
24. Revenue from Operations

Rupees crores

(a) From contract with customers for goods and services
Sale of products.......................................................................................................................................................................................................................... 82,032.35 55,536.64
Sale of services............................................................................................................................................................................................................................ 1,218.96 1,138.19
Other operating revenue^.................................................................................................................................................................................................... 817.34 612.64
84,068.65 57,287.47
(b) From other sources of revenue
Other operating revenue
OM
– Government grant and incentives.............................................................................................................................................................................. 800.81 421.58
– Others............................................................................................................................................................................................................................................. 90.80 77.89
891.61 499.47
Total Revenue from Operations.............................................................................................................................................................................................. 84,960.26 57,786.94
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Reconciliation of revenue recognised in the Statement of Profit and Loss with contracted price
E.
Rupees crores
Revenue from contract with customer as per the statement of Profit and Loss......................................................................
LIN
Revenue from contract with customer as per the contract price......................................................................................................................
Less: Trade discounts, volume rebates, returns etc. .....................................................................................................................................................
87,158.14
(3,089.49)
84,068.65
58,935.39
(1,647.92)
57,287.47
Revenue disaggregation as per nature of products and services and geography has been included in segment information (refer note 42).
TA
^ Other operating revenue mainly includes income from oil royalty and scrap sales.
25. Other Income

Rupees crores
I

AP
(a) Interest Income

– On Financial Assets measured at Amortised Cost.......................................................................................................................................... 291.56 353.83
– On Financial Assets at Fair Value Through Other Comprehensive Income................................................................................... 89.35 4.11
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(b) Dividend Income

– On equity investments in subsidiaries, associates and JV’s..................................................................................................................... 1,607.14 1,363.02
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(c) Net Gain arising on financial assets/ liabilities measured at Fair Value through profit or loss.......................................... 304.30 182.64
(d) Other non operating income (net of directly attributable expenses).................................................................................................. 252.82 150.15
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Total Other Income............................................................................................................................................................................................................................. 2,545.17 2,053.75

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26. Cost of materials consumed

Rupees crores
Opening inventories............................................................................................................................................................................................................................... 2,544.76 1,919.70
Acquisitions through business combinations [Refer note 44 (B)]........................................................................................................................ — 47.94
Add: Purchases.......................................................................................................................................................................................................................................... 64,150.58 41,306.99
66,695.34 43,274.63
Less: Closing inventories.................................................................................................................................................................................................................... 4,381.05 2,544.76
Less: Reclassified as held for sale............................................................................................................................................................................................... 88.09 —
Total Cost of materials consumed........................................................................................................................................................................................ 62,226.20 40,729.87
27. Changes in inventories of finished goods, stock-in-trade and work-in-progress

Rupees crores
Opening inventories:
Finished goods........................................................................................................................................................................................................................................... 2,222.70 1,811.28
Work-in-progress...................................................................................................................................................................................................................................... 136.83 165.68
Stock-in-trade............................................................................................................................................................................................................................................. 587.04 486.06
3,227.07 2,683.45
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Add: Acquisitions through business combinations [Refer note 44 (B)]
Finished goods........................................................................................................................................................................................................................................... — 2.55
Less: Closing inventories:
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Finished goods........................................................................................................................................................................................................................................... 2,849.85 2,222.70
Work-in-progress...................................................................................................................................................................................................................................... 158.73 136.83
E.
Stock-in-trade............................................................................................................................................................................................................................................. 747.54 587.04
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Reclassified as held for sale............................................................................................................................................................................................................
4,217.26
84.61
3,227.07
—
Net (increase) in inventories...................................................................................................................................................................................................... (1,074.80) (541.07)
TA
28. Employee Benefits Expense

Rupees crores
I
AP
(a) Salaries and wages, including bonus............................................................................................................................................................................ 3,023.30 2,726.20
(b) Contribution to provident and other funds............................................................................................................................................................. 248.98 238.97
(c) Equity settled share based payments (Refer Note 36).................................................................................................................................. 106.63 80.47
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(d) Staff welfare expenses........................................................................................................................................................................................................... 270.97 283.95
Total Employee Benefits Expense......................................................................................................................................................................................... 3,649.88 3,329.59

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29. Finance Costs

Rupees crores
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(a) Interest expense for financial liabilities measured at amortised cost................................................................................................... 386.71 462.89
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Less: Amounts included in the cost of qualifying assets................................................................................................................................. 182.49 293.94
204.22 168.95
(b) Other borrowing costs.............................................................................................................................................................................................................. 68.56 57.23
Total Finance Costs............................................................................................................................................................................................................................. 272.78 226.18
Other borrowing cost includes discounting charges, unwinding of discount on lease and other liabilities.
The weighted average capitalisation rate used to determine the amount of borrowing costs eligible for capitalisation is 6.57% p.a.
(2022 : 5.91% p.a)
30. Depreciation, amortisation and impairment expense

Rupees crores
(a) Depreciation on Property, Plant and Equipment................................................................................................................................................... 1,752.64 1,505.86
(b) Amortisation on Right-of-use asset................................................................................................................................................................................ 105.33 52.62
(c) Amortisation on Intangible Assets................................................................................................................................................................................... 1,268.39 935.07
(d) Impairment of property, plant & equipment and intangible assets under development.......................................................... 28.10 4.84
Total Depreciation, amortisation and impairment expense............................................................................................................................. 3,154.46 2,498.39
OM
31. Other Expenses
Rupees crores
Advertisements......................................................................................................................................................................................................................................... 492.26 423.42
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Freight outward........................................................................................................................................................................................................................................ 842.21 725.03
E.
Stores consumed..................................................................................................................................................................................................................................... 275.35 194.39
Tools consumed........................................................................................................................................................................................................................................ 72.88 54.70
LIN
Power and Fuel.........................................................................................................................................................................................................................................
Repairs and Maintenance..................................................................................................................................................................................................................

343.98
377.60
264.72
284.78
Sales promotion expenses................................................................................................................................................................................................................ 268.65 179.20

TA
Legal and Professional charges [refer note (a)]................................................................................................................................................................ 412.80 427.36
Hire and Service charges................................................................................................................................................................................................................... 1,463.00 1,174.53

I
Miscellaneous expenses [refer note (b), (c) & (d)]........................................................................................................................................................... 1,761.02 1,141.34
AP
Total Other Expenses....................................................................................................................................................................................................................... 6,309.75 4,869.47
(a) Auditors remuneration (Net of taxes where applicable) included in Legal and Professional charges are as below:
Rupees crores
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Statutory Auditors:
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Audit Fees (including quarterly limited reviews).................................................................................................................................................... 6.58 5.95

Other Services................................................................................................................................................................................................................................ 0.29 0.25
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Reimbursement of expenses............................................................................................................................................................................................... 0.23 0.20

Total...................................................................................................................................................................................................................................................... 7.10 6.40
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Cost Auditors:
Audit Fees.......................................................................................................................................................................................................................................... 0.10 0.09
Total...................................................................................................................................................................................................................................................... 0.10 0.09
(b) The foreign exchange (net) gain recognised in profit or loss is Rs. 58.74 crores (2022 : net gain of Rs. 95.70 crores).
(c) Short term lease expenses recognised during the year is Rs. 44.16 crores (2022 : Rs. 37.76 crores).
(d) Includes contribution to political parties Rs. 25.00 crores (2022 : Nil).
32. Corporate Social Responsibility

As per section 135 of the Companies Act, 2013, the Company is required to spend 2% of its average net profit of the immediately three preceding
financial years on CSR.
Rupees crores

a) Gross amount required to be spent by the Company during the year based on 2% of average net profits.......... 91.87 96.85
b) Amount spent during the year on:
i) Construction/ acquisition of assets held by the Company................................................................................................................. — —
ii) On purposes other than above............................................................................................................................................................................. 92.28 97.08
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c) Unspent amount at the end of the year.................................................................................................................................................................... — —
d) Driven by the core purpose and in line with CSR vision, your Company continued to focus on investing in girls, women, and a massive tree plantation
drive through high standard projects in the domains of education, skill development, and environment. Across all programmes, the Company has
ensured that majority of beneficiaries are girls and women.
Amount recognised as expense in profit or loss is Rs. 92.28 crores (2022: Rs. 97.08 crores). Further, the Company does not wish to carry forward any
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excess amount spent during the year.
E.
33. Exceptional Items (net)

The Company classifies items of income and expense within profit or loss from ordinary activities as exceptional items when they are of such size, nature
or incidence that their disclosure is relevant to explain the performance for the period.
Exceptional Items (net) recognised in profit or loss LIN Rupees crores
TA
Profit on transfer / sale of certain long term investments..................................................................................................................................... 271.70 524.40
Sale of certain freehold land.......................................................................................................................................................................................................... 359.32 29.43
Impairment loss on certain long term investments....................................................................................................................................................... (1,676.45) (813.06)

I
AP
Impairment of Property Plant and Equipment, Intangibles and certain other assets........................................................................... (896.84) —
Reversal of impairment loss on an investment................................................................................................................................................................. 512.73 50.56
Total................................................................................................................................................................................................................................................................. (1,429.54) (208.67)

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Impairment loss on certain investments in subsidiaries and joint ventures has been recognised considering the performance of these companies and their
future projections.
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The Company has capital assets and long-term investments in subsidiaries, associates and joint ventures which are measured at cost less impairment
or at fair value through profit or loss. The management assesses the performance of these entities as well as capital assets including the future
projections, relevant economic and market conditions in which they operate to identify if there is any indicator of impairment in the carrying value
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of the investments and capital assets. In case indicators of impairment exist, the impairment loss is measured by estimating the recoverable amounts
based on the higher of (i) ‘fair value less cost of disposal’ determined using market price information, where available, and (ii) ‘value-in-use’ estimates
determined using discounted cash flow projections, where available. The fair value less costs of disposal is determined using the market approach. The
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future cash flow projections are specific to the entity based on its business plan and may not be the same as those of market participants. The future
cash flows consider key assumptions such as volume projections, margins, terminal growth rates, etc. with due consideration for the potential risks given
the current economic environment in which the entity operates. The discount rates used with required tax rates based on weighted average cost of
capital and reflects market’s assessment of the risks specific to the asset as well as time value of money. The recoverable amount estimates are based
on judgments, estimates, assumptions and market data as on reporting date and ignore subsequent changes in the economic and market conditions.
During the year ended 31st March, 2023, the performance of certain capital assets, subsidiaries, associates and joint ventures along with capital allocation
decisions, coupled with the relevant economic and market indicators including external investors price discovery, and inflationary trends resulted in indicators
of impairment in respect of certain entities and Assets. Accordingly, the Company determined the recoverable amounts of the long term assets and
other exposures related to these entities, other assets and recorded a provision of Rs. 2,573.29 crores (2022 : Rs. 813.06 crores) for the year ended
31st March, 2023. The value-in-use calculation use discount rates ranging from 11.0% - 25.0% and the terminal growth rates ranging from 2.0% -5.0%.
34. Earning Per Share (EPS)
Profit for the year (Rupees crores).................................................................................................................................................................................... 6,548.64 4,869.88
Weighted average number of Ordinary (Equity) Shares used in computing basic EPS................................................................ 1,19,70,90,338 1,19,55,40,830
Effect of potential Dilutive Ordinary (Equity) Shares............................................................................................................................................ 46,94,100 45,87,607
Weighted average number of Ordinary (Equity) Shares used in computing diluted EPS............................................................ 1,20,17,84,438 1,20,01,28,437
Basic Earnings per share (Rs.) (Face value of Rs. 5 per share)..................................................................................................................... 54.70 40.73
Diluted Earnings per share (Rs.)........................................................................................................................................................................................... 54.49 40.58
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35. Employee Benefits
General description of defined benefit plans:
Gratuity
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The Company operates a gratuity plan covering qualifying employees. The benefit payable is the greater of the amount calculated as per the Payment
of Gratuity Act or the Company scheme applicable to the employee. The benefit vests upon completion of five years of continuous service and once
E.
vested it is payable to employees on retirement or on termination of employment. In case of death while in service, the gratuity is payable irrespective
of vesting. The Company makes annual contribution to the group gratuity scheme administered by the Life Insurance Corporation of India through its
Gratuity Trust Fund.
Post - retirement medical
The Company provides post retirement medical cover to select grade of employees to cover the retiring employee and their spouse upto a specified
age through mediclaim policy on which the premiums are paid by the Company. The eligibility of the employee for the benefit as well as the amount of
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medical cover purchased is determined by the grade of the employee at the time of retirement.
TA
Post - retirement housing allowance
The Company operates a post retirement benefit scheme for a certain grade of employees in which a monthly allowance determined on the basis of the
last drawn basic salary at the time of retirement, is paid to the retiring employee in lieu of housing.
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Though its defined benefit plans the Company is exposed to a number of risks, the most significant of which are detailed below:
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Asset Volatility
The plan liabilities are calculated using a discount rate set with references to government bond yields; if plan assets under perform compared to this
yield, this will create or increase a deficit. The defined benefit plans may hold equity type assets, which may carry volatility and associated risk.
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Changes in bond yields

A decrease in government bond yields will increase plan liabilities, although this is expected to be partially offset by an increase in the value of the plans’
investment in debt instruments.
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Inflation risk
The present value of some of the defined benefit plan obligations are calculated with reference to the future salaries of plan participants. As such,
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an increase in the salary of the plan participants will increase the plan’s liability. The post retirement medical benefit obligation is sensitive to medical
inflation and accordingly, an increase in medical inflation rate would increase the plan’s liability.
Life expectancy
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The present value of defined benefit plan obligation is calculated by reference to the best estimate of the mortality of plan participants, both during and
after the employment. An increase in the life expectancy of the plan participants will increase the plan’s liability.
35. Employee Benefits (contd.)

A. Details of defined benefit plans as per actuarial valuation are as below:
Rupees crores
Particulars Funded Plan Unfunded Plans
Post retirement Post retirement
Gratuity
medical housing allowance
2023 2022 2023 2022 2023 2022
i Amounts recognised in profit or loss

Current service cost................................................................................. 69.85 70.17 1.99 2.88 2.42 1.30
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Past service cost........................................................................................ — (0.38) — — — 35.39
Net interest expense/(income)......................................................... (1.80) (0.44) 3.02 3.15 7.83 5.32
Total amount included in employee benefits expense 68.05 69.35 5.01 6.03 10.25 42.01
ii Amounts recognised in other comprehensive
income
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Remeasurement (gains)/losses:
E.
a) Actuarial (gains)/losses arising from changes in -
– financial assumptions.................................................................. (32.84) (42.99) (2.42) (3.09) (5.03) (7.27)
– demographic assumptions.......................................................
– experience adjustments............................................................
b) Return on plan assets, excluding amount included
LIN
—
0.38
(13.31)
47.42
—
1.79
(7.92)
0.37
—
(1.33)
—
2.16
in net interest expense/ (income).......................................... (2.10) (9.57) — — — —

TA
Total amount recognised in other comprehensive
income................................................................................................................ (34.56) (18.45) (0.63) (10.64) (6.36) (5.11)
iii Changes in the defined benefit obligation
Opening defined benefit obligation............................................... 910.20 880.42 44.66 50.89 117.11 88.17
I
AP
Acquisitions through business combinations 14.19 8.63 — — — —

[Refer note 44 (B)] / Inter company transfers.....................
Current service cost................................................................................. 69.85 70.17 1.99 2.88 2.42 1.30
Past service cost........................................................................................ — — — — — 35.39
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Interest expense......................................................................................... 58.76 51.20 3.02 3.15 7.83 5.32

Remeasurements (gains)/ losses arising from changes in -
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- financial assumptions......................................................................... (32.84) (42.99) (2.42) (3.09) (5.03) (7.27)

- demographic assumptions.............................................................. — (13.31) — (7.92) — —
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- experience adjustments................................................................... 0.38 47.42 1.79 0.37 (1.33) 2.16

Benefits paid.................................................................................................. (86.96) (91.34) (1.11) (1.62) (8.85) (7.96)
Closing defined benefit obligation.................................................. 933.58 910.20 47.93 44.66 112.15 117.11
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iv Changes in fair value of plan assets during the year

Opening fair value of plan assets.................................................. 907.24 846.06 — — — —
Add/(less) Assets acquired on account of business — 5.34 — — — —
combination [Refer note 44 (B)].....................................................
Interest income............................................................................................ 60.56 51.64 — — — —
Return on plan assets excluding interest income.............. 2.10 9.57 — — — —
Contribution by employer..................................................................... 47.01 85.97 1.11 1.62 8.85 7.96
Benefits paid.................................................................................................. (86.96) (91.34) (1.11) (1.62) (8.85) (7.96)
Closing fair value of plan assets 929.95 907.24 — — — —

A. Details of defined benefit plans as per actuarial valuation are as below: (contd.)
Rupees crores
Gratuity
medical housing allowance
2023 2022 2023 2022 2023 2022
v Net defined benefit obligation

Defined benefit obligation.................................................................... 933.58 910.20 47.93 44.66 112.15 117.11
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Fair value of plan assets....................................................................... 929.95 907.24 — — — —
Surplus/(Deficit)........................................................................................... (3.63) (2.96) (47.93) (44.66) (112.15) (117.11)
Current portion of the above............................................................ — — (2.59) (2.23) (8.85) (8.85)
Non current portion of the above................................................. (3.63) (2.96) (45.34) (42.43) (103.30) (108.26)
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Rupees crores
E.
Actuarial Assumptions and Sensitivity

vi Actuarial assumptions
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Discount rate......................................................................................................................................................................................................................... 7.45% 6.95%
Attrition rate.......................................................................................................................................................................................................................... 12.50% 12.50%
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Cost inflation......................................................................................................................................................................................................................... 7 - 9% 7 - 9%
vii Quantitative sensitivity analysis for impact of significant assumptions on defined benefit
obligation are as below:
One percentage point increase in discount rate.......................................................................................................................................... (72.60) (73.05)
I
AP
One percentage point decrease in discount rate........................................................................................................................................ 83.63 84.48
One percentage point increase in Salary growth rate............................................................................................................................ 66.62 66.49
One percentage point decrease in Salary growth rate.......................................................................................................................... (59.48) (59.07)

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One percentage point increase in attrition rate.......................................................................................................................................... (5.09) (5.50)
One percentage point decrease in attrition rate......................................................................................................................................... 5.66 6.13

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One percentage point increase in medical inflation rate....................................................................................................................... 5.03 4.85

One percentage point decrease in medical inflation rate..................................................................................................................... (4.36) (4.18)
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viii Maturity profile of defined benefit obligation

Upto 1 year............................................................................................................................................................................................................................ 169.57 164.91
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1 to 5 years........................................................................................................................................................................................................................... 483.19 444.86

6 to 9 years........................................................................................................................................................................................................................... 401.83 381.82
10 years and above.......................................................................................................................................................................................................... 1,174.24 1,101.64
The estimate of future salary increases considered in actuarial valuation takes account of inflation, seniority, promotion and other relevant
factors such as supply and demand in the employment market.

B. Trust-managed Provident fund:
Rupees crores
i Net defined benefit obligation

Defined benefit obligation.......................................................................................................................................................................................... 3,355.68 3,004.62
Fair value of plan assets............................................................................................................................................................................................. 3,190.06 3,004.62
Surplus/(Deficit)................................................................................................................................................................................................................. (165.62) —
ii Actuarial assumptions
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Discount rate....................................................................................................................................................................................................................... 7.45% 6.95%
Average remaining tenure of investment portfolio (years)................................................................................................................ 5.35 4.63
Guaranteed rate of returns....................................................................................................................................................................................... 8.15% 8.10%
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The Company has recognised an obligation of Rs. 165.62 crores (2022: Nil) on account of interest rate guarantee through OCI.
E.
The plan assets have been primarily invested in government securities and corporate bonds.
The Company’s contribution to Provident Fund and Superannuation fund aggregating Rs. 180.93 crores (2022 : Rs. 169.48 crores) has been
recognised in Profit or Loss under the head Employee Benefits Expense.
36. Employee Stock Option Plan

The Company has allotted 55,24,219 Ordinary (Equity) Shares of Rs. 10 each, 10,00,000 Ordinary (Equity) Shares of Rs. 10 each, 1,73,53,034 Ordinary
(Equity) Shares of Rs. 5 each, 19,11,628 Ordinary (Equity) Shares of Rs. 5 each and 52,00,000 Ordinary (Equity) Shares of Rs. 5 each in the years ended
LIN
31st March, 2002, 31st March, 2010, 31st March, 2011, 31st March, 2014 and 31st March, 2015 respectively to the Mahindra & Mahindra Employees’ Stock
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Option Trust (“M&M ESOP Trust”) set up by the Company. The Trust holds these shares for the benefit of the employees and issues them to the eligible
employees as per the recommendations of the Compensation Committee.
Options granted under Mahindra & Mahindra Limited Employees Stock Option Scheme - 2000 (“2000 Scheme”) vest in 4 equal instalments on the expiry
of 12 months, 24 months, 36 months and 48 months from the date of grant. The options may be exercised on any day over a period of five years from
I
the date of vesting. Number of vested options exercisable is subject to a minimum of 50 or number of options vested whichever is lower.
AP
Options granted under Mahindra & Mahindra Limited Employees Stock Option Scheme - 2010 (“2010 Scheme”) vest in
i) 5 equal instalments on the expiry of 12 months, 24 months, 36 months, 48 months and 60 months or
ii) 5 equal instalments on the expiry of 36 months, 48 months, 60 months, 72 months and 84 months or
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iii) 4 instalments bifurcated as 20% on the expiry of 18 months, 20% on the expiry of 30 months, 30% on the expiry of 42 months and 30% on the
expiry of 54 months or
iv) 4 equal instalments on the expiry of 12 months, 24 months, 36 months and 48 months or
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v) 3 instalments bifurcated as 33.33% on the expiry of 12 months, 33.33% on the expiry of 24 months and 33.34% on the expiry of 36 months. or
vi) 2 instalments bifurcated as 50% on the expiry of 12 months and 50% on the expiry of 24 months or
vii) 2 instalments bifurcated as 40% on the expiry of 36 months and 60% on the expiry of 60 months
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The exercise period of above options range from 1 year to 6 years from the date of vesting. Number of vested options exercisable is subject to a
minimum of 50 or number of options vested whichever is lower.
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Summary of stock options
Particulars No. of stock Weighted average

options exercise price (Rs.)
Options outstanding on 1st April, 2022................................................................................................................................................ 59,16,500 4.66
Options granted during the year.............................................................................................................................................................. 12,79,379 5.00
Options forfeited/lapsed during the year........................................................................................................................................... 3,02,061 4.44
Options exercised during the year.......................................................................................................................................................... 11,80,694 4.09
Options outstanding on 31 Mar 2023...............................................................................................................................................
st
57,13,124 3.67
Options vested but not exercised on 31st Mar 2023................................................................................................................ 20,32,636 4.36
36. Employee Stock Option Plan (contd.)

Average share price on the date of exercise of the options are as under
Date of exercise Weighted average

share price (Rs.)
01st April, 2022 to 21st March, 2023............................................................................................................................................................................................................. 1,217.04
Information in respect of options outstanding as at 31st March, 2023
Range of exercise price Number of Weighted average

options remaining life
Rs. 2.50.................................................................................................................................................................................................................... 5,07,253 1.87 years
OM
Rs. 5.00.................................................................................................................................................................................................................... 52,05,871 4.58 years
The fair values of options granted during the year are as follows:
Grant Date No. of Years Fair value per
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vesting option
27th May, 2022....................................................................................................................................................................................................... 3 years Rs. 886.37
E.
04th August, 2022................................................................................................................................................................................................ 4 years Rs. 1,201.91
LIN
10th November, 2022........................................................................................................................................................................................
10th February, 2023...........................................................................................................................................................................................

3 years
2 years
Rs. 1,294.00
Rs. 1,320.57
* 23rd February, 2023........................................................................................................................................................................................ 2 - 5 years Rs. 1,275.83

TA
The fair value has been calculated using the Black Scholes Options Pricing Model and the significant assumptions made in this regard are as follows :
Grant date & Vesting period

I
Particulars 27th May,2022 4th August, 2022 10th Nov, 2022 10th February, 2023 *23rd February, 2023
AP
(3 years vesting) (4 years vesting) (3 years vesting) (2 years vesting) (2-5 years vesting)
Risk free interest rate.................................................. 6.73% 6.90% 7.11% 7.28% 6.80% - 7.02%
Expected life....................................................................... 4 years 4 years 4 years 6 years 0.55 - 5.36 years

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Expected volatility.......................................................... 37.59% 36.07% 37.34% 33.23% 33.62% - 46.04%
Expected dividend yield................................................ 1.24% 0.92% 0.86% 0.64% 0.96%

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Exercise Price (Rs.) ...................................................... 5 5 5 5 5

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Stock Price (Rs.) ............................................................ 886.37 1,201.91 1,294.00 1,320.57 1,275.83
In respect of Options granted under the Employee Stock Option Plan the accounting is done as per requirements of Ind AS 102. Consequently,
salaries, wages, bonus etc. includes Rs. 106.63 crores (2022 : Rs. 80.47 crores) being expenses on account of share based payments, after adjusting
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for reversals on account of options forfeited. The amount excludes Rs. 4.94 crores (2022 : Rs. 5.40 crores) charged to its subsidiaries for options
issued to their employees.
* p ursuant to the scheme of merger of Mahindra Electric Mobility Limited (MEML), the Company has issued 14,042 employee stock options in
replacement of MEML stock options.
37. Capital Management

The Company’s capital management strategy is to effectively determine, raise and deploy capital so as to create value for its shareholders. The same is
done through a mix of either equity and/or preference and/or convertible and/or combination of short term/long term debt as may be appropriate.
The Company determines the amount of capital required on the basis of its product, capital expenditure, operations and strategic investment plans. The
same is funded through a combination of capital sources be it either equity and/or preference and/or convertible and/or combination of short term/long
term debt as may be appropriate.
The capital structure is monitored on the basis of net debt to equity and maturity profile of overall debt portfolio of the Company.
Net Debt and Equity is given in the table below :
Rupees crores
OM
Total Shareholders’ Equity as reported in Balance Sheet........................................................................................................................... 43,356.73 38,198.05
Net Debt
Short term debt...................................................................................................................................................................................................................... 2,312.17 816.24
Long term debt........................................................................................................................................................................................................................ 2,331.56 5,681.53
C
Gross Debt 4,643.73 6,497.77
Less:
E.
Current investments............................................................................................................................................................................................................. 9,548.01 7,902.06
Cash and Bank Balances................................................................................................................................................................................................... 4,890.01 4,071.76
LIN
Net Debt.....................................................................................................................................................................................................................................................
Total Capital deployed................................................................................................................................................................................................................
(9,794.29)
33,562.44
(5,476.05)
32,722.00
38. Financial instruments

Financial Risk Management Framework
TA
In the course of its business, the Company is exposed to certain financial risks namely credit risk, interest risk, currency risk & liquidity risk. The Company’s
primary focus is to achieve better predictability of financial markets and seek to minimize potential adverse effects on its financial performance.
The financial risks are managed in accordance with the Company’s risk management policy which has been approved by its Board of Directors.
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1. Market Risk Management

AP
Market risk is the risk that changes in market prices such as foreign exchange rates, interest rates etc. could affect the Company’s income or the
value of its holdings of financial instruments including cash flow. The objective of market risk management is to manage and control market risk
exposures within acceptable parameters, while maximising the return.
(a) Currency Risk
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The Company’s exposure to currency risk relates primarily to the Company’s operating activities including anticipated sales, purchases and
borrowings where the transactions are denominated in a currency other than the Company’s functional currency.
The Company’s foreign currency exposures are managed in accordance with its Foreign Exchange Risk Management Policy which has been
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approved by its Board of Directors. The Company hedges its foreign currency risk mainly by way of Forward Covers. Other derivative instruments
may be used if deemed appropriate.
The carrying amounts of the Company’s foreign currency exposure at the end of the reporting period are as follows :
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Rupees crores
Particulars US Dollar Euro KRW Others Total
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As at 31 March, 2023st
Financial assets............................................................................. 764.61 1,668.19 — 727.62 3,160.42

Financial liabilities....................................................................... 429.18 60.19 2.06 94.13 585.56
Financial assets............................................................................. 1,222.92 1,568.76 454.72 281.03 3,527.43
Financial liabilities....................................................................... 416.43 54.83 22.31 113.74 607.31
38. Financial instruments (contd.)

1. Market Risk Management (contd.)
Hedge Accounting - Forwards
Contracts that meet the requirements for hedge accounting are accounted as per the hedge accounting requirements of Ind AS 109 - Financial
Instruments, while other contracts are accounted as derivatives measured through profit or loss (FVTPL).
Details of Forward Foreign Currency Contracts outstanding at the end of reporting period
Rupees crores
Outstanding Contracts 2023 2022
Notional Carrying amount Notional Carrying amount
value of hedging value of hedging
instrument instrument
OM
included in Other included in Other
Financial Assets/ Financial Assets/
(Liabilities) (Liabilities)
Cash Flow Hedges
Sell currency
C
— EUR............................................................................................................ 1,583.47 (54.40) 1,487.41 189.37
E.
— USD............................................................................................................ 295.89 (1.54) 583.54 7.93
— ZAR............................................................................................................ 212.50 (0.09) 368.33 (20.98)
—
AUD............................................................................................................
BRL.............................................................................................................
LIN 88.36
—
1.59
—
—
7.97
—
(0.42)
Total...................................................................................................................... (54.44) 175.90

TA
There are no significant transactions of hedges which are ineffective.
The Company also has outstanding forward exchange contracts that are not accounted as hedges.
Notional value of the same is as given below:-
I
Rupees crores
AP
Sell currency
Maturing less than 1 year

.C
— USD........................................................................................................................................................................................................................... — 246.40
Buy currency
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— JPY/INR.................................................................................................................................................................................................................. 68.05 —
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— EUR/INR................................................................................................................................................................................................................. 13.00 —
Cross Currency hedge

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— USD/JPY................................................................................................................................................................................................................ — 28.02
(b) Interest Rate Risk

The Company uses a mix of cash and borrowings to manage the liquidity & fund requirements of its day-to-day operations. Further, certain
interest bearing liabilities carry variable interest rates.
Interest Rate risk on variable rate borrowings is managed by way of interest rate swaps.
There are no significant transactions of hedges which are ineffective.

(c) The movements in Cash Flow Hedge Reserve for instruments designated in a cash flow hedge are as follows:
Rupees crores
Exchange Interest Total Exchange Interest Total
Rate Risk Rate Risk Rate Risk Rate Risk
hedges hedges hedges hedges
Balance as at the beginning of Gross (7.06) — (7.06) (12.43) (0.72) (13.15)
the year....................................................................................
Deferred tax 1.77 — 1.77 3.12 0.18 3.30
OM
Balance as at the beginning of the
year (net)................................................................................ (5.29) — (5.29) (9.31) (0.54) (9.85)
(Gains)/Losses transferred to Profit or Loss
on occurrence of the forecast transaction.... 6.24 — 6.24 (27.36) 0.72 (26.64)
Change in Fair Value of Effective Portion of
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cash flow hedges............................................................... 10.40 — 10.40 32.73 — 32.73
Total........................................................................................... 16.64 — 16.64 5.37 0.72 6.09
E.
Deferred tax effect on above................................... (4.19) — (4.19) (1.35) (0.18) (1.53)
Balance as at the end of the year.................................... Gross 9.58 — 9.58 (7.06) — (7.06)
Balance as at the end of the year (net).......................

Deferred tax LIN
(2.42)
7.16
—
—
(2.42)
7.16
1.77
(5.29)
—
—
1.77
(5.29)
Of the above:
TA
Balance relating to continuing hedges......................... 7.16 — 7.16 (5.29) — (5.29)
Total........................................................................................... 7.16 — 7.16 (5.29) — (5.29)

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(d) Sensitivity Analysis

AP
(i) Foreign Currency Sensitivity

The following tables demonstrate the sensitivity to a reasonably possible change in exchange rates, with all other variables held constant.
Rupees crores
.C
Particulars Currency Change in rate Effect on Effect on

profit before pre-tax
tax equity
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Year ended 31st March, 2023........................................................................ USD 10% 13.78 (16.22)
EUR 10% 2.45 —

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Year ended 31st March, 2022............................................................................. USD 10% 35.91 (45.58)

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EUR 10% 2.65 —
The sensitivity analysis is unrepresentative of the inherent foreign exchange risk because the exposure at the end of the reporting period
does not reflect the exposure during the year.

(ii) Interest Rate sensitivity
The sensitivity analyses below have been determined based on exposure to interest rate for both derivative and non-derivative
instruments at the end of reporting period. For floating rate liabilities, analysis is prepared assuming the amount of liability outstanding
at the end of the reporting period, was outstanding for the whole year.
The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that portion of loans and borrowings
affected, after the impact of hedge accounting. With all other variables held constant, the Company’s profit before tax is affected through
the impact on floating rate borrowings, as follows:
Rupees crores
Particulars Currency Increase/ Effect on Effect on
decrease in profit before pre-tax
OM
basis points tax equity
Year ended 31st March, 2023........................................................................ EUR +25 — —
INR +25 2.00 —
Year ended 31st March, 2022............................................................................. EUR +25 — —
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INR +25 5.24 —
2. Credit Risk Management
E.
Credit Risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. The Company
has adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral, where appropriate, as a means of mitigating
the risk of financial loss from defaults. The Company’s exposure are continuously monitored.
(a)

Financial Guarantees
In addition, the Company is exposed to credit risk in relation to financial guarantees given to banks. The Company’s maximum exposure in
this respect is the maximum amount, the Company would have to pay, if the guarantee is called on. Financial guarantees are accounted as
LIN
explained in note 2 (k). The amount recognised in Balance Sheet as liabilities and maximum exposure details are as given below:
Rupees crores
TA
Maximum exposure.................................................................................................................................................................................................... 697.33 889.42
Amount recognised as liability ........................................................................................................................................................................ 15.86 20.50
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(b) Trade Receivables

AP
The Company applies the simplified approach to provide for expected credit losses prescribed by Ind AS 109, which permits the use of the
lifetime expected loss provision for all trade receivables. The Company has computed expected credit losses based on a provision matrix
which uses historical credit loss experience of the Company. Forward-looking information (including macroeconomic information) has been
incorporated into the determination of expected credit losses. The Company has taken dealer deposits, bank guarantees etc. which are
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considered as collateral and these are considered in determination of expected credit losses, where applicable.
Amounts pertaining to these collaterals are as given below:-
Rupees crores
W

Dealer Deposits............................................................................................................................................................................................................. 15.43 11.03
Bank Guarantees.......................................................................................................................................................................................................... 765.44 752.11
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Others (including Letter of Credit).................................................................................................................................................................. 74.23 87.51
Reconciliation of loss allowance for Trade Receivables:

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Rupees crores
Balance as at beginning of the year......................................................................................................................................................... (239.15) (228.36)
Acquisitions through business combinations [Refer note 44 (B)].............................................................................................. — (10.93)
Additions during the year........................................................................................................................................................................................ (52.62) (34.35)
Amounts written off during the year............................................................................................................................................................. 46.49 1.88
Amount of loss reversed/written back.......................................................................................................................................................... 18.68 32.61
Balance as at end of the year........................................................................................................................................................................ (226.60) (239.15)
The Company’s maximum exposure to credit risk in respect of Financial Guarantee contracts are disclosed in Note 38 - 3(a).
In respect of other financial assets, the maximum exposure to credit risk at the end of the reporting period is the carrying amount of each
class of financial assets.

3. Liquidity Risk Management
(a) Maturity profile of non-derivative financial liabilities
The following tables detail the Company’s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment
periods. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the
Company can be required to pay. The tables include both interest and principal cash flows.
Rupees crores
Particulars Less than 1-3 Years 3 Years to 5 Years and
1 Year 5 Years above
Short term borrowings - Principal............................................................................. 2,312.17 — — —
OM
Short term borrowings - Interest............................................................................... 17.29 — — —
Long term borrowings - Principal............................................................................... — 1,276.01 555.55 500.00
Long term borrowings - Interest................................................................................. 162.41 232.60 113.04 1,683.68
C
Lease liabilities......................................................................................................................... 127.96 204.50 72.88 29.27
Trade payables.......................................................................................................................... 17,145.62 — — —
E.
Other Financial Liabilities................................................................................................. 1,350.57 221.76 96.92 319.92
Financial Guarantees............................................................................................................ 697.33 — — —
Short term borrowings - Principal.............................................................................

LIN
Total................................................................................................................................................ 21,813.35
816.24
1,934.87
—
838.39
—
2,532.87
—
Short term borrowings - Interest............................................................................... 14.38 — — —
TA
Long term borrowings - Principal............................................................................... — 3,643.15 1,511.83 526.55
Long term borrowings - Interest................................................................................. 358.42 380.14 155.29 1,730.94
Lease liabilities......................................................................................................................... 85.74 126.74 48.31 23.61
I
AP
Trade payables.......................................................................................................................... 12,970.13 — — —

Other Financial Liabilities................................................................................................. 1,183.78 222.84 123.05 286.97
Financial Guarantees............................................................................................................ 889.42 — — —
Total................................................................................................................................................ 16,318.12 4,372.87 1,838.48 2,568.07
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The amounts included above for financial guarantee contracts are the maximum amounts the Company could be forced to settle under
the arrangement for the full guaranteed amount if that amount is claimed by the counterparty to the guarantee. Based on expectations
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at the end of the reporting period, the Company considers that it is more likely than not that such an amount will not be payable under
the arrangement.
(b) Maturity profile of derivative financial liabilities
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The following table details the Company’s liquidity analysis for its derivative financial liabilities other than derivatives on Interest in Subsidiaries,
Associates and Joint Ventures. When the amount payable is not fixed, the amount disclosed has been determined by reference to the projected
interest rates as illustrated by the yield curves at the end of the reporting period.
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Rupees crores
Particulars Less than 1-3 Years 3 Years to
1 Year 5 Years
As at 31st March, 2023.............................................................................................................................................. 89.23 — —
As at 31 March, 2022..................................................................................................................................................
st
22.37 — —
4. Offsetting of balances: The Company has not offset financial assets and financial liabilities.
5. Collaterals
The Company has availed working capital facilities and other non-fund based facilities viz. bank guarantees and letters of credit, some of which are
secured by hypothecation of book debts, receivables, outstanding monies and all other current assets.
38. Financial instruments (contd.) 283
6. Fair Value Disclosures
(a) Financial Instruments regularly measured using Fair Value - recurring items
Rupees crores
Financial Instruments regularly measured using Fair Value - recurring items Applicable for Level 2 and Level 3 hierarchy For Level 3 hierarchy
COMPANY
OVERVIEW
valuation
Particulars Financial Category Fair Value Fair value Valuation technique(s) Key inputs (for level 2 and level 3) Significant Relationship of unobservable inputs
assets/ hierarchy unobservable input(s) to fair value and sensitivity
financial for level 3 hierarchy
liabilities 2023 2022
REPORT
BOARD’S
1) Foreign currency forwards, Financial Financial 20.80 242.30 Level 2 Discounted Cash Flow Future cash flows are estimated based on forward exchange — —
Options, Interest rate swaps & Assets instruments rates (from observable forward exchange rates at the end of
Commodity derivatives measured at FVTPL/ the reporting period) and contract forward rates, discounted at a
FVTOCI rate that reflects the credit risk of various counter parties.
2) Foreign currency forwards, Financial Financial 89.23 22.37 Level 2 Discounted Cash Flow and Future cash flows are estimated based on forward exchange — —
Options, Interest rate swaps & Liabilities instruments Interest Rate rates (from observable forward exchange rates at the end of
Commodity derivatives measured at FVTPL/ the reporting period) and contract forward rates, discounted at
FVTOCI a rate that reflects the credit risk of various counter parties.
AND ANALYSIS
3) Derivatives on Interest in Financial Financial

W 28.20 91.91 Level 3 Comparable Companies For Comparable Companies Method/Comparable Companies Interest Rates to Any change (increase/decrease) in the
Subsidiaries, Associates and Assets instruments Method/Discounted Cash Quoted multiples - compares the price for which comparable discount future cash discount factor, financial projections
Joint Ventures measured at FVTPL Flow/Price of Recent companies are traded on the capital market. flow, market multiple etc. would entail corresponding change
W Transaction/Comparable For Discounted Cash Flow - Companies Financial projections. used for comparable in the valuation of derivatives on
Companies Quoted multiples These include forecasts of balance sheet, statement of profit companies. interest in subsidiaries and associates
and loss along with underlying assumptions. and joint ventures.

4) Derivatives on Interest in Financial Financial 28.51 56.61 Level 3 Comparable Companies For Comparable Companies Method/Comparable Companies Interest Rates to Any change (increase/decrease) in the
Subsidiaries, Associates and
Joint Ventures
Liabilities instruments
measured at FVTPL
W Method/Discounted Cash
Flow/Price of Recent
Quoted multiples - compares the price for which comparable
companies are traded on the capital market.
discount future
cash flow, Financial
discount factor, financial projections
etc. would entail corresponding
Transaction/Comparable For Discounted Cash Flow - Companies Financial projections. Projections change in the valuation of derivatives
Companies Quoted multiples These include forecasts of balance sheet, statement of profit on interest in subsidiaries and
.C and loss along with underlying assumptions. associates and joint ventures.
CORPORATE
GOVERNANCE
5) Investment in Market Linked Financial Financial 100.53 — Level 1 Quoted market price — — —
Debentures Assets instruments
measured at FVTPL
AP
6) Investment in Mutual Funds Financial Financial 6,868.06 6,785.52 Level 1 Net Asset value — — —
and Alternate Investment Assets instruments
Fund measured at FVTPL
I
7) Investment in equity Financial Financial 1.30 1.23 Level 1 Quoted bid price in active — — —
TA
instruments -Quoted Assets instruments market
designated at
FVTOCI
8) Equity investments-Unquoted Financial Financial 0.07 35.07 Level 3 Discounted Cash Flow Income For Discounted Cash Flow - Companies Financial projections. Financial projections Any change (increase/decrease) in the
LIN
Assets instruments Approach These include forecasts of balance sheet, statement of profit and discount rates to discount factor, financial projections
designated at and loss along with underlying assumptions. discount future cash etc. would entail corresponding
FVTOCI flows. change in the valuation of the

equity component and/or the debt

component.
E.
9) Investment in Government
Securities
Financial
Assets
Financial
instruments
10.02 4.99 Level 1 Quoted market price
C
Not applicable as Level 1 hierarchy — —
measured at FVTOCI
10) Investments in Debentures/ Financial Financial 24.85 31.09 Level 1 Quoted market price — — —
ACCOUNTS
Bonds Assets instruments

OM
STANDALONE
measured at FVTOCI
11) Equity investments-Quoted Financial Financial 172.14 — Level 1 Quoted market price — — —
Assets instruments
measured at FVTPL
12) Commercial Papers and Financial Financial 2,316.59 852.20 Level 1 Market price — — —
Certificate of Deposits Assets instruments
ACCOUNTS
measured at FVTOCI
CONSOLIDATED
13) Investments in Optionally Financial Financial 92.57 38.86 Level 3 Discounted Cash Flow For Discounted Cash Flow - Companies Financial projections. Financial projections Any change (increase/decrease) in the
Convertible Cumulative Assets instruments method These include forecasts of balance sheet, statement of profit and discount rates to discount factor, financial projections etc.
Redeemable Preference measured at FVTPL and loss along with underlying assumptions. discount future cash would entail corresponding change in
Shares/Optionally Convertible flows. the valuation of the equity component
Debentures/Bonds and/or the debt component.

6. Fair Value Disclosures (contd.)
(a) Financial Instruments regularly measured using Fair Value - recurring items (contd.)
Reconciliation of Level 3 fair value measurements of financial instruments measured at fair value
Rupees crores
Particulars Unquoted Equity Derivatives Investments Total
investment on Interest in in Optionally
Subsidiaries, Convertible
Associates and Preference
Joint Ventures Shares/Optionally
(Net) Convertible
Debentures
OM
Year Ended 31st March, 2023
Opening balance of fair value.............................................................. 35.07 35.30 38.86 109.23
Total incomes/gains or losses recognised:
— in profit or loss
C
(a) unrealised gains or losses during the Year
related to assets & liabilities existing on balance
E.
sheet date ...................................................................................... — (41.32) (604.00) (645.32)
(b) gain or loss realised during the year for assets
& liabilities disposed, settled etc..................................... — 5.72 — 5.72
— purchases/contracts entered during the
year.........................................................................................
LIN — — 657.71 657.71
— in other comprehensive income
TA
Fair value of-
— gain or loss realised during the year for assets
& liabilities disposed, settled etc..................................... 10.00 — — 10.00
— disposals/contracts realised during the
I
year......................................................................................... (45.00) — — (45.00)

AP
Closing balance of fair value................................................................. 0.07 (0.30) 92.57 92.34

Year Ended 31 March, 2022 st
Opening balance of fair value.............................................................. 65.62 (11.42) 46.29 100.49

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Total incomes/gains or losses recognised:

— in profit or loss
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(a) unrealised gains or losses during the year

related to assets & liabilities existing on balance
sheet date ....................................................................................... (0.09) (3.32) (7.43) (10.84)
W
(b) gain or loss realised during the year for assets

& liabilities disposed, settled, etc.................................... — 50.04 — 50.04
W
— in other comprehensive income

Fair value of-
— unrealised gains or losses during the year related to
assets & liabilities existing on balance sheet date........ (30.46) — — (30.46)
Closing balance of fair value................................................................. 35.07 35.30 38.86 109.23

6. Fair Value Disclosures (contd.)
(b) Financial Instruments not measured using Fair Value i.e. measured using amortized cost
Rupees crores
Particulars Carrying Fair value
Value (Level 2)
Non Current Borrowings
— Debentures....................................................................................................................................................................................................... 1,471.24 1,409.18
— Term Loans....................................................................................................................................................................................................... 600.00 600.00
— Other loans...................................................................................................................................................................................................... 260.32 222.59
OM
Non Current Borrowings
— Debentures....................................................................................................................................................................................................... 3,467.38 3,514.17
— Term Loans....................................................................................................................................................................................................... 1,841.67 1,841.67
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— Other loans...................................................................................................................................................................................................... 372.48 319.89
E.
Except for the above, carrying value of Other financial assets/liabilities represent reasonable estimate of fair value.
There were no transfers between Level 1 and Level 2 during the year.
39. Related Party Disclosures:

(a)
Subsidiaries:
Related parties where control exists:
LIN
TA
Sr. No. Name of the entity Sr. No. Name of the entity
1 Mahindra Heavy Engines Limited 23 Ryono Asset Management Co., Limited
2 NBS International Limited 24 Mahindra Mexico S. De. R. L. (Under Liquidation)
I
3 Mahindra Automotive Australia Pty. Limited 25 Mahindra Do Brasil Industrial Ltda.

AP
4 Mahindra Europe S.R.L. 26 Erkunt Traktor Sanayii Anonim Şirketi

5 Mahindra And Mahindra South Africa (Proprietary) Limited 27 Erkunt Sanayi Anonim Şirketi
6 Mahindra West Africa Limited (upto 4th January, 2023) 28 Sampo Rosenlew Oy (w.e.f. 22nd July, 2022)
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7 Mahindra Two Wheelers Limited 29 Swaraj Engines Limited (w.e.f. 28th September, 2022)
8 Automobili Pininfarina GmbH 30 M.I.T.R.A Agro Equipments Private Limited (w.e.f 17th March, 2023)
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9 Automobili Pininfarina Americas Inc. 31 Kota Farm Services Limited

10 Mahindra Automotive North America Inc. 32 Mahindra Agri Solutions Limited
11 Mahindra Vehicle Sales And Service Inc.
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33 Mahindra EPC Irrigation Limited

12 Mahindra North American Technical Center, Inc. 34 Mahindra HZPC Private Limited
13 Mahindra Bangladesh Private Limited (upto 13th March, 2023) 35 Mahindra Fruits Private Limited
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14 Mahindra Electric Automobile Limited (w.e.f. 25th October, 2022) 36 Mahindra Fresh Fruits Distribution Holding Company (Europe) B.V.
15 Gromax Agri Equipment Limited (upto 27th February, 2023)
16 Trringo.Com Limited 37 OFD Holding B.V. (upto 20th April, 2022)
17 Mahindra USA Inc. 38 Origin Direct Asia Ltd. (upto 20th April, 2022)
39 Origin Fruit Direct B.V. (upto 20th April, 2022)
18 Mitsubishi Mahindra Agricultural Machinery Co., Limited
40 Origin Fruit Services South America Spa (upto 20th April, 2022)
19 Mitsubishi Agricultural Machinery Sales Co., Limited
41 Origin Direct Asia (Shanghai) Trading Co. Ltd.
20 Ryono Factory Co., Limited (upto 20th April, 2022)
21 Ryono Engineering Co., Limited 42 Merakisan Private Limited (upto 7th September, 2022)
22 Dia Computer Service Co., Limited 43 Mahindra First Choice Wheels Limited
39. Related Party Disclosures: (contd.)

(a) Related parties where control exists: (contd.)
Subsidiaries: (contd.)
44 Fifth Gear Ventures Limited 80 Kiinteistö Oy Mällösniemi
(merged with Holiday Club Resorts Oy w.e.f. 1st April, 2022)
45 Mahindra First Choice Wheels Limited ESOP Trust
81 Kiinteistö Oy Rauhan Liikekiinteistöt 1
46 Mahindra & Mahindra Financial Services Limited
(formerly known as Supermarket Capri Oy)
47 Mahindra Insurance Brokers Limited
48 Mahindra Rural Housing Finance Limited (merged with Supermarket Capri Oy w.e.f. 8th April, 2022)
49 Mahindra Finance CSR Foundation 83 Kiinteistö Oy Rauhan Ranta 1
OM
50 MRHFL Employee Welfare Trust (ESOP)
84 Kiinteistö Oy Rauhan Ranta 2
51 Mahindra & Mahindra Financial Services Limited ESOP Trust
52 Mahindra Ideal Finance Limited 85 Kiinteistö Oy Spa Lofts 2
C
53 Mahindra Lifespace Developers Limited (merged with Holiday Club Resorts Oy w.e.f. 1st April, 2022)
54 Mahindra Infrastructure Developers Limited 86 Kiinteistö Oy Spa Lofts 3
E.
55 Mahindra World City (Maharashtra) Limited
87 Kiinteistö Oy Tenetinlahti
56 Knowledge Township Limited
57
58
Mahindra Integrated Township Limited (merged with Mahindra
World City Developers Limited w.e.f 31st December, 2022)
Mahindra Residential Developers Limited (merged with Mahindra
World City Developers Limited w.e.f 31st December, 2022)
LIN
88
89
Kiinteistö Oy Tiurunniemi
Kiinteistö Oy Vanha Ykköstii
59 Industrial Township (Maharashtra) Limited
TA
90 Ownership Services Sweden Ab
60 Anthurium Developers Limited
91 Are Villa 3 Ab
61 Mahindra Water Utilities Limited
92 Holiday Club Sweden Ab Åre
62 Rathna Bhoomi Enterprises Private Limited
I
93 Holiday Club Sport And Spahotels Ab

AP
63 Deep Mangal Developers Private Limited

94 Holiday Club Resorts Rus LLC
64 Moonshine Construction Private Limited
95 Holiday Club Canarias Investments S.L.U.
65 Mahindra Bloomdale Developers Limited
96 Holiday Club Canarias Sales & Marketing S.L.U.
66 Mahindra Holidays & Resorts India Limited
.C
97 Holiday Club Canarias Resort Management S.L.U.

67 Mahindra Hotels and Residences India Limited
98 Holiday Club Canarias Vacation Club S.L.U.
68 Gables Promoters Private Limited
W
99 Arabian Dreams Hotel Apartments LLC

69 Heritage Bird (M) Sdn. Bhd.
100 Mahindra Holidays & Resorts India Limited ESOP Trust
70 Infinity Hospitality Group Company Limited
101 Mahindra Holidays & Resorts Harihareshwar Limited
W
71 MH Boutique Hospitality Limited (w.e.f. 23rd August, 2022)

72 MHR Holdings (Mauritius) Limited
102 Guestline Hospitality Management And Development Services
Limited (w.e.f 2nd December, 2022)
W
73 Covington S.a.r.l.
74 HCR Management Oy 103 Mahindra Logistics Limited
(merged with Holiday Club Resorts Oy w.e.f. 28th February, 2023) 104 Lords Freight (India) Private Limited
75 Holiday Club Resorts Oy
105 2 X 2 Logistics Private Limited
76 Kiinteistö Oy Himos Gardens
106 MLL Express Services Private Limited (formerly known as Meru
(merged with Holiday Club Resorts Oy w.e.f. 1st April, 2022) Travel Solutions Private Limited)
77 Kiinteistö Oy Katinnurkka 107 MLL Mobility Private Limited (formerly known as Meru Mobility
(merged with Holiday Club Resorts Oy w.e.f. 1st April, 2022) Tech Private Limited)
78 Kiinteistö Oy Kuusamon Pulkkajärvi 1 108 V-Link Fleet Solutions Private Limited
109 V-Link Automotive Services Private Limited
79 Kiinteistö Oy Kylpyläntorni 1
(merged with Holiday Club Resorts Oy w.e.f. 1st April, 2022) 110 V-Link Freight Services Private Limited (w.e.f 9th September, 2022)

(a) Related parties where control exists: (contd.)
Subsidiaries: (contd.)
111 MLL Global Logistics Limited (w.e.f 6 December, 2022)
th
147 PT Mahindra Accelo Steel Indonesia
112 Mahindra Two Wheelers Europe Holdings S.A.R.L. 148 Mahindra Defence Systems Limited
113 Peugeot Motocycles Deutschland Gmbh (upto 31 January, 2023)
st
149 Mahindra Emirates Vehicle Armouring FZ-LLC
114 Peugeot Motocycles Italia S.P.A. (Under Liquidation) 150 Mahindra Armored Vehicles Jordan, LLC.
(upto 31st January, 2023)
151 Mahindra Telephonics Integrated Systems Limited
115 Peugeot Motocycles S.A.S. (upto 31st January, 2023) (w.e.f. 17th June, 2022)
OM
116 PMTC Engineering SPA (upto 31st January, 2023) 152 Mahindra Aerospace Private Limited (w.e.f 29th March, 2023)
117 Mahindra Tractor Assembly, Inc.(upto 20th October, 2022) 153 Mahindra Aerostructures Private Limited (w.e.f 29th March, 2023)
118 Bristlecone Limited 154 Mahindra Aerospace Australia Pty Ltd (w.e.f 29th March, 2023)
119 Bristlecone Consulting Limited
C
155 Gipps Aero Pty Ltd (w.e.f 29th March, 2023)
120 Bristlecone (Malaysia) Sdn. Bhd.
156 Airvan Flight Services Pty Ltd (w.e.f 29th March, 2023)
E.
121 Bristlecone International Ag
157 GA8 Airvan Pty Ltd (w.e.f 29th March, 2023)
122 Bristlecone UK Limited
158 GA200 Pty Ltd (w.e.f 29th March, 2023)
123 Bristlecone Inc.
124
125
Bristlecone Middle East Dmcc
Bristlecone India Limited
159
160
161
LIN Nomad Tc Pty Ltd (w.e.f 29th March, 2023)
Airvan 10 Pty Ltd (w.e.f 29th March, 2023)
Mahindra Consulting Engineers Limited (upto 16th March, 2023)
126 Bristlecone GmbH
162 Mahindra Consulting Engineers Limited ESOP Trust
TA
127 Bristlecone (Singapore) Pte. Limited (upto 16th March, 2023)
128 Bristlecone Internacional Costa Rica Limited 163 Mahindra Namaste Limited (upto 16th March, 2023)
129 Mahindra Susten Private Limited (upto 22 December, 2022)
nd
164 Mahindra Airways Limited
I
130 Mahindra Renewables Private Limited (upto 22nd December, 2022) 165 Mahindra Automotive Mauritius Limited
AP
131 Neo Solren Private Limited (upto 22nd December, 2022) 166 Mahindra Holdings Limited
132 Astra Solren Private Limited (upto 22nd December, 2022) 167 Mahindra Overseas Investment Company (Mauritius) Limited
133 Mega Suryaurja Private Limited (upto 22nd December, 2022)
168 Mahindra Racing UK Limited
.C
134 MSPL International DMCC (upto 22nd December, 2022)

169 Mahindra Integrated Business Solutions Private Limited
135 Brightsolar Renewable Energy Private Limited
(upto 22nd December, 2022) 170 Mahindra Emarket Limited
W
136 Martial Solren Private Limited (upto 22nd December, 2022) 171 Mahindra Construction Company Limited
137 Mahindra Teqo Private Limited 172 Officemartindia.com Limited

W
138 Mahindra Solarize Private Limited 173 Mahindra & Mahindra Contech Limited
139 Resurgence Solarize Urja Private Limited (w.e.f. 29 August, 2022)

th 174 Mahindra Waste To Energy Solutions Limited
W
140 Emergent Solren Private Limited (w.e.f 9 November, 2022)

th 175 Mahindra Telecom Energy Management Services Private Limited
141 Mahindra Accelo Limited (formerly known as Mahindra Intertrade Limited) 176 New Democratic Electoral Trust
142 Mahindra Steel Service Centre Limited 177 Sunrise Initiatives Trust
143 Mahindra Electrical Steel Private Limited 178 Mumbai Mantra Media Limited
144 Mahindra Auto Steel Private Limited 179 Mahindra Marine Private Limited
145 Mahindra Middleeast Electrical Steel Service Centre (FZC) 180 M&M Benefit Trust
146 Mahindra MSTC Recycling Private Limited 181 Mahindra & Mahindra ESOP Trust

(b) Other parties with whom transactions have taken place during the year:
(i) Associates :
1 Aurangabad Electricals, Limited 11 Medwell Ventures Private Limited
2 Born Commerce Private Limited 12 Participaciones Internacionales Autometal Dos S.L.
3 Brainbees Solutions Private Limited 13 PF Holdings B.V.
4 Comviva Technologies Limited 14 PSL Media & Communications Limited
5 Golde Bengaluru India Private Limited 15 ReNew Sunlight Energy Private Limited
6 Golde Pune Automotive India, Private Limited 16 Satyam Venture Engineering Services Private Limited
7 Golde Wuhan Co., Ltd 17 Swaraj Engines Limited (upto 27th September, 2022)
8 Mahindra CIE Automotive Limited 18 Tech Mahindra Business Services Limited
9 Mahindra Educational Institutions 19 Tech Mahindra Limited
OM
10 Mahindra Finance USA LLC
(ii) Joint Ventures :
1 Carnot Technologies Private Limited 15 Mahindra Renewables Private Limited (w.e.f. 23rd December, 2022)
2 Classic Legends Private Limited 16 Mahindra Summit Agriscience Limited
C
3 Gippsaero Pty Ltd (upto 28th March, 2023) 17 Mahindra Susten Private Limited (w.e.f. 23rd December, 2022)
4 M.I.T.R.A Agro Equipments Private Limited 18 Mahindra Telephonics Integrated Systems Limited
(upto 16th March, 2023) (upto 16th June, 2022)
E.
5 Mahindra Aerospace Australia Pty Ltd (upto 28th March, 2023) 19 Mahindra World City (Jaipur) Limited
6 Mahindra Aerospace Private Limited (upto 28th March, 2023) 20 Mahindra World City Developers Limited
7 Mahindra Aerostructures Private Limited (upto 28th March, 2023) 21 Mahindra-Bt Investment Company (Mauritius) Limited
8
9
10
11
Mahindra Happinest Developers Limited
Mahindra Homes Private Limited
Mahindra Ideal Lanka (Private) Limited
Mahindra Industrial Park Chennai Limited
LIN
22
23
24
25
Martial Solren Private Limited (w.e.f. 23rd December, 2022)
Marvel Solren Private Limited (upto 22nd December, 2022)
Mega Suryaurja Private Limited (w.e.f. 23rd December, 2022)
Sampo Rosenlew Oy (upto 21st July, 2022)
12 Mahindra Industrial Park Private Limited 26 Sanyo Special Steel Manufacturing India Private Limited
TA
13 Mahindra Inframan Water Utilities Private Limited 27 Smartshift Logistics Solutions Private Limited
14 Mahindra Manulife Investment Management Private Limited
(iii) Key Management Personnel (KMP) :
Sr. No. Name of KMP Designation
I
1 Mr. Anand G. Mahindra Chairman

AP
2 Dr. Anish Shah Managing Director and CEO

3 Mr. Rajesh Jejurikar Executive Director and CEO (Auto and Farm Sectors)
4 Mrs. Nisaba Godrej Independent Director
5 Mr. Muthiah Murugappan Independent Director
6 Dr. Vishakha N. Desai Independent Director
.C
7 Mr. Vikram Singh Mehta Independent Director

8 Mr. T. N. Manoharan Independent Director
9 Mr. Vijay Kumar Sharma Nominee Director
10 Mr. Haigreve Khaitan Independent Director
W
11 Mrs. Shikha Sharma Independent Director

12 Mr. C. P. Gurnani Non-Executive Non-Independent Director
(iv) Close member of KMP and entities controlled/jointly controlled by KMP :
W
Sr. No. Close member of KMP

1 Mrs. Anuradha Mahindra
2 Mrs. Radhika Nath
W
3 Dr. T. N. Gajendran
Sr. No. Entities controlled/jointly controlled by KMP Sr. No. Entities controlled/jointly controlled by KMP
1 The Indian & Eastern Engineer Company Private Limited 3 Araku Originals Private Limited
2 Harulika Ventures LLP
(v) Entity belonging to Promoter/Promoter Group holding 10% or more in the Company :
Sr. No. Name of the entity
1 Prudential Management & Services Private Limited
(vi) Welfare Funds / Post-Employment benefit plans :
Sr. No. Name of the Fund Sr. No. Name of the Fund
1 M&M Employees' Welfare Fund No. 1 5 Mahindra & Mahindra Limited Staff Provident Fund
2 M&M Employees' Welfare Fund No. 2 6 Mahindra and Mahindra Limited Staff & Workmen's Superannuation Scheme
3 M&M Employees’ Welfare Fund No. 3 7 Mahindra and Mahindra Limited Superannuation Scheme
4 Mahindra & Mahindra Limited Gratuity scheme 8 Mahindra World School Education Trust

(c) The related party transactions are as under:
Rupees crores
Sr. Nature of Transactions For the Subsidiaries Associates Joint KMP Close Entity Welfare
No. Year Ended Ventures members belonging to Funds /
31st March of KMP and Promoter/ Post-
Entities Promoter Employment
controlled/ Group benefit
jointly holding 10% plans
controlled by or more in
KMP the Company
OM
1. Purchases:
Goods............................................................. 2023 3,682.79 3,132.89 15.75 — — — —
2022 1,905.37 2,736.66 11.30 — — — —
C
Services........................................................ 2023 3,210.05 74.37 23.79 — — — —
2022 2,371.79 119.03 5.92 — — — —
E.
Property, Plant and Equipment... 2023 25.12 1.12 0.03 — — — —
2022 2.18 1.76 0.04 — — — —
Intangible Assets.................................... 2023
2022
209.25
199.34
0.07
LIN
3.23
—
—
—
—
—
—
—
—
—
2. Sales:
TA
Goods............................................................. 2023 3,877.30 8.97 862.70 — — — —
2022 2,196.33 1.68 732.66 — — — —

I
Property, Plant and Equipment... 2023 406.30 — — — — — —

AP
2022 42.66 0.01 — — — — —
Intangible Assets.................................... 2023 860.98 — — — — — —

.C
2022 7.13 — — — — — —
Services........................................................ 2023 85.19 7.24 32.66 — — — —

W
2022 82.08 1.65 31.30 — 0.53 — —
3. Investments:
W
Purchased/Subscribed/
Conversion/Bonus.................................. 2023 2,711.63 — 72.47 0.06 — — —
2022 593.80 14.47 110.50 — — — —

W
Sold/Redeemed/Tendered under
merger scheme....................................... 2023 50.41 234.91 — — — — —
2022 — — — — — — —
4. Deputation of Personnel:
From Parties............................................. 2023 4.67 — 0.79 — — — —
2022 0.34 — — — — — —
To Parties.................................................... 2023 16.16 3.14 0.42 — — — —
2022 8.69 6.84 0.98 — — — —


(c) The related party transactions are as under: (contd.)
Rupees crores
KMP the Company
5. Managerial Remuneration............... 2023 — — — 27.21 — — —
OM
2022 — — — 38.54 — — —
6. Stock Options.......................................... 2023 — — — 6.98 — — —
2022 — — — 5.18 — — —
C
7. Commission and other benefits
to Non-executive/independent
E.
directors (including nominee
directors) **........................................................ 2023 — — — 3.89 — — —
2022 — — — 3.89 — — —
8. Others (Sitting Fees) #............................ 2023
2022
—
—
LIN
—
—
—
—
0.14
—
—
—
—
—
—
9. Finance:
TA
Loans/Inter Corporate Deposits
given/rollover............................................. 2023 1,507.47 — 542.00 — — — —
2022 673.91 — 117.00 — — — —

I
AP

refunded by parties............................. 2023 318.50 — 130.62 0.61 — — 5.00
2022 139.31 — 100.00 7.22 — — 5.00

.C
Inter Corporate Deposit Taken.... 2023 — — — — — — —
2022 50.00 — — — — — —
W
Inter Corporate Deposit Taken

refunded to parties.............................. 2023 — — — — — — —
2022 100.00 — — — — — —
W
Interest Income....................................... 2023 38.95 — 11.28 0.03 — — —
2022 41.85 — 8.11 0.11 — — —

W
Interest Expenses.................................. 2023 — — — — — — —
2022 0.66 — — — — — —
Dividend received.................................. 2023 372.06 1,235.08 — — — — —
2022 201.96 1,161.06 — — — — —
Share Application Money Given...... 2023 — — — — — — —
2022 — — 62.27 — — — —
10. Dividends Distributed.......................... 2023 97.56 — — 2.15 0.65 163.46 1.48
2022 108.62 — — 1.49 0.48 123.83 1.12


(c) The related party transactions are as under: (contd.)
Rupees crores
KMP the Company
11. Guarantees Given.................................. 2023 361.01 — — — — — —
OM
2022 523.75 — 42.25 — — — —
12. Other Transactions:
Other Income........................................... 2023 169.62 2.99 11.91 — 0.50 — —
C
2022 110.92 15.73 17.29 — * — —
E.
Other Expenses...................................... 2023 235.76 94.78 5.04 — 0.21 — 321.28
2022 154.37 0.51 2.59 — 0.20 — 237.02
Reimbursements received from

parties........................................................... 2023
2022
121.69
93.67
38.22LIN
9.29
22.83
15.70
—
—
0.02
0.02
—
—
42.41
40.53
Reimbursements made to
TA
parties........................................................... 2023 46.79 0.68 6.01 — — — —
2022 37.62 0.97 2.27 — — — —
13. Outstandings:
I
AP
Trade and Other Payable................. 2023 1,095.29 414.36 1.75 * 0.03 — —
2022 637.11 415.29 3.17 3.18 0.05 — —
Trade and Other Receivable........... 2023 1,716.62 7.68 100.09 — 0.16 — 42.41
.C
2022 900.48 8.22 28.03 — 0.01 — 21.45

W
outstanding................................................ 2023 1,622.07 — 725.00 0.38 — — 6.00
2022 2,088.03 — 18.94 0.96 — — 11.00

W
14. Guarantees given................................... 2023 143.67 553.66 — — — — —
2022 325.19 521.98 42.25 — — — —

W

** includes sitting fees and commission paid/payable to Khaitan & Co., in which Mr. Haigreve Khaitan is a partner.
Transactions with related parties are at arm’s length.
# In addition, Mr. Anand G. Mahindra is entitled to the Benefits under the Special Post Retirement Benefit Scheme

Details of related party transactions with Key Management Personnel are as under:
Sr. Nature of Transaction Name of KMP For the Year Ended Rupees crores
No. 31st March
1. Salary including perquisites..................................................................................... Mr. Anand G. Mahindra 2023 2.51
2022 11.67
Dr. Pawan Goenka 2023 —
2022 5.85
OM
Dr. Anish Shah 2023 11.95
2022 8.77
Mr. Rajesh Jejurikar 2023 9.38
C
2022 6.91
E.
2. Stock Options.................................................................................................................... Dr. Anish Shah 2023 3.97
2022 2.64
LIN
Mr. Rajesh Jejurikar 2023
2022
3.01
2.54
3. Commission & Sitting fees........................................................................................ Mr. Anand G. Mahindra 2023 2.64

TA
2022 4.18
Dr. Pawan Goenka 2023 —

I
AP
2022 0.02
4. Other Contribution to Funds................................................................................... Mr. Anand G. Mahindra 2023 —
2022 0.38
.C
Dr. Anish Shah 2023 0.52

W
2022 0.48
Mr. Rajesh Jejurikar 2023 0.35

W
2022 0.28
W
40. Disclosure required under Section 186(4) of the Companies Act, 2013 for Loans and Guarantees (net of provision):
Rupees crores
Sr. Name Relationship as per 2023 2022

No. Companies Act, 2013
1. Inter Corporate deposits and Loans
Mahindra Overseas Investment Company (Mauritius) Limited Subsidiary of the Company 1,583.47 1,492.75
SsangYong Motor Company Subsidiary of the Company — 61.55
Mahindra Agri Solutions Limited Subsidiary of the Company 34.00 15.00
Mahindra Susten Private Limited Subsidiary of the Company 575.00 575.00
OM
Classic Legends Private Limited Subsidiary of the Company 150.00 17.00
Mahindra Ideal Lanka (Private) Limited Subsidiary of the Company — 1.94
Kotak Mahindra Investment Limited — 50.00
C
2,342.47 2,213.24
E.
Sr. Name Relationship as per 2023 2022
No. Companies Act, 2013
Outstanding Recognized Outstanding Recognized in
2. Guarantees
LIN in Balance
Sheet
Balance Sheet
Mahindra Racing UK Limited Subsidiary of the Company 20.38 — — —

TA
Mahindra USA Inc. Subsidiary of the Company 123.29 — 113.58 —
Peugeot Motocycles S.A.S. Subsidiary of the Company — — 211.61 —

I
Sampo Rosenlew Oy Associate of the Company — — 42.25 —

AP
PF Holding B.V. Associate of the Company 553.66 15.86 521.98 20.50
Note:- a) Inter corporate deposits given and repaid during the year amounting to Rs. 112.00 crores to Classic Legends Private Limited, Rs. 4.17 crores
To Mahindra Airways Limited and Rs. 34.33 crores to Mahindra Two Wheelers Europe Holdings S.a.r.l.
.C
b) Above inter corporate deposits and loans have been given for general business purposes (including investment purposes) and guarantees have
been given against their borrowing obligation which have been taken for general corporate purpose.
W
c) Refer note 8 for investments.

W
W
41. Details of Investments made/Inter Corporate Deposits/Loans given to intermediaries :

A. Details of Investments made or Inter Corporate Deposits/Loans given to Intermediaries :
Rupees crores
Name of Company Date of transaction Amount
Subsidiary Companies:
Mahindra Automotive Mauritius Limited Various 260.74
Mahindra Holdings Limited Various 240.01
Mahindra Telecom Energy Management Services Private Limited Various 13.39
OM
Mahindra Two Wheelers Europe Holdings S.a.r.l. 20th January, 2023 34.33
Mahindra Two Wheelers Europe Holdings S.a.r.l. 30th January, 2023 657.71
B. Details of further Investments made or Inter Corporate Deposits/Loans given by Intermediary to Ultimate Beneficiary:
Rupees crores
C
Name of intermediary Name of ultimate beneficiary Date of transaction Amount
E.
Subsidiary Companies Subsidiary Companies
Mahindra Automotive Mauritius Limited Automobili Pininfarina GmbH various 260.74
Mahindra Holdings Limited
Mahindra Telecom Energy Management

Services Private Limited
LIN
Mahindra First Choice Wheels Limited
Mahindra Solarize Private Limited

various
various
240.01
7.39
TA
Mahindra Telecom Energy Management Mahindra Susten Private Limited 9th December, 2022 26.83
Services Private Limited
Mahindra Two Wheelers Europe Holdings Peugeot Motocycles S.A.S. 20th January, 2023 34.33
S.a.r.l.
I
AP
Mahindra Two Wheelers Europe Holdings Peugeot Motocycles S.A.S. 30th January, 2023 657.71
S.a.r.l.
Above transactions are in compliance with relevant provisions of the Foreign Exchange Management Act, 1999 (42 of 1999), Companies Act, 2013
and Prevention of Money-Laundering Act, 2002.
.C
C. Details of each Intermediary/Ultimate Beneficiary:
Name of Company Registered address Identification number

W
(CIN/Others)
Mahindra Telecom Energy Management Services Private Mahindra Tower, G. M. Bhosale Marg, P.K. Kurne U64204MH2017PLC296621
Limited Chowk, Worli, Mumbai, India
W
Classic Legends Private Limited Mahindra Tower, G. M. Bhosale Marg, P.K. Kurne U34101MH2015PTC265665
Chowk, Worli, Mumbai, India
W
Mahindra Solarize Private Limited Mahindra Tower, G. M. Bhosale Marg, P.K. Kurne U40106MH2021PTC358435
Mahindra Fruits Private Limited Mahindra Tower, G. M. Bhosale Marg, P.K. Kurne U01403MH2014PTC255946
Mahindra HZPC Private Limited Mahindra Tower, G. M. Bhosale Marg, P.K. Kurne U01403MH2013PTC242474
41. Details of Investments made/Inter Corporate Deposits/Loans given to intermediaries : (contd.)

C. Details of each Intermediary/Ultimate Beneficiary : (cont.)
Name of Company Registered address Identification number

(CIN/Others)
Mahindra Agri Solutions Limited Mahindra Tower, G. M. Bhosale Marg, P.K. Kurne U01400MH2000PLC125781
Mahindra Susten Private Limited 2nd Floor, Technosoft Knowledge Gateway, Wagle U74990MH2010PTC207854
Industrial Estate, Thane, India
Mega Suryaurja Private Limited 2nd Floor, Technosoft Knowledge Gateway, Wagle U40103MH2012PTC226016
OM
Brightsolar Renewable Energy Private Limited 2nd Floor, Technosoft Knowledge Gateway, Wagle U40108MH2013PTC250683
Mahindra Two Wheelers Europe Holdings S.a.r.l. 68-70, Boulevard de la Pétrusse L-2320, Luxembourg B 192 444
C
Mahindra Automotive Mauritius Limited Sanne House, Twenty Eight, Bank Street, Mauritius 25074105
Mahindra Overseas Investment Company (Mauritius) Limited Sanne House, Twenty Eight, Bank Street, Mauritius 27641607
E.
Peugeot Motocycles S.A.S. 103 rue du 17 Novembre 25350 Mandeure, France FR71875550667
Automobili Pininfarina GmbH Dingolfinger Strade 9, 81673 Munchen, Germany HRB 239596
Mahindra Tractor Assembly, Inc.
Mahindra Automotive North America Inc.

LIN
2901 Bayview Drive, Fremont, CA94538, USA
275 Rex Blvd Auburn Hills Michigan 48326, USA

EIN: 46-2149883
EIN 82-0974405
BSA Company Limited Athenia House 10-14 Andover Road Winchester 01531594
TA
Hampshire, United Kingdom
42. Segment information

Operating Segments
I
The reportable segments of the Company are Automotive and Farm Equipment. The segments are largely organised and managed separately according
AP
to the organisation structure that is designed based on the nature of products and services and profile of customers. Operating segments are reported
in a manner consistent with the internal reporting provided to the Executive Chairman and Managing Director jointly regarded as the Chief Operating
Decision Maker (“CODM”). Description of each of the reportable segments for all periods presented, is as under.
.C
(a) Automotive : This segment comprises of sale of automobiles, spares, mobility solutions, Construction Equipment and related services;
(b) Farm Equipment : This segment comprises of sale of tractors, implements, spares and related services;
W
(c) Others : This segment comprise of Powerol, Two Wheelers and Spares Business Unit.
The CODM evaluates the Company’s performance and allocates resources based on an analysis of various performance indicators by operating segments.
The CODM reviews revenue and gross profit as the performance indicator for all of the operating segments.
W
The measurement of each segment’s revenues, expenses and assets is consistent with the accounting policies that are used in preparation of the financial
statements. Segment profit represents the profit before interest and tax.
W
42. Segment information (contd.)
Operating Segments (contd.)
Information regarding the Company’s reportable segments is presented below:
Rupees crores
Farm Total Farm
Automotive Other Eliminations Total Automotive Other Total Segment Eliminations Total
Equipment Segment Equipment
Revenue
External Revenue.............................................................. 58,459.62 23,790.57 2,710.07 84,960.26 — 84,960.26 35,890.19 19,570.32 2,326.43 57,786.94 — 57,786.94
Inter Segment Revenue................................................ 51.58 298.19 0.51 350.28 (350.28) — 37.45 196.51 19.46 253.42 (253.42) —
Total Revenue................................................................... 58,511.20 24,088.76 2,710.58 85,310.54 (350.28) 84,960.26 35,927.64 19,766.83 2,345.89 58,040.36 (253.42) 57,786.94
Result
Segment Result.................................................................. 3,749.74 3,952.94 184.03 7,886.71 — 7,886.71 1,275.77 3,579.89 135.28 4,990.94 — 4,990.94
Exceptional Item allocated to segments............
W (896.84) — — (896.84) — (896.84) — — — — — —
Segment Result ............................................................... 2,852.90
W 3,952.94 184.03 6,989.87 — 6,989.87 1,275.77 3,579.89 135.28 4,990.94 — 4,990.94
Less:
Finance costs 272.78 226.18
Add:
W
Unallocated corporate income net of
unallocated expenses.....................................................
.C 1,946.39 1,591.89
Exceptional items unallocable to segments.. (532.70) (208.67)
AP
Profit before tax............................................................. 8,130.78 6,147.98
Income Taxes........................................................................ 1,582.14 1,278.10
Profit after tax.................................................................
I TA 6,548.64 4,869.88
Out of total external revenue above:-
Revenue from contracts with customers............ 84,068.65 57,287.47
Revenue from other sources.................................... 891.61 499.47
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Total 84,960.26 57,786.94
OTHER INFORMATION
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Segment Assets.................................................................. 27,941.10 10,571.20 1,137.08 39,649.38 — 39,649.38 25,073.11 8,425.23 987.08 34,485.42 — 34,485.42
Unallocated Corporate Assets.................................. 36,130.43
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Total Assets........................................................................ 27,941.10 10,571.20 1,137.08 39,649.38 — 75,779.81 25,073.11 8,425.23 987.08 34,485.42 — 66,606.50
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Segment Liabilities........................................................... 18,810.72 5,168.83 837.79 24,817.34 — 24,817.34 14,127.94 4,098.62 739.77 18,966.33 — 18,966.33
Unallocated Corporate Liabilities 7,605.74 9,442.12
Total Liabilities................................................................. 18,810.72 5,168.83 837.79 24,817.34 — 32,423.08 14,127.94 4,098.62 739.77 18,966.33 — 28,408.45
Additions to non current assets............................. 3,501.82 886.48 (64.82) 4,323.48 — 4,323.48 2,510.86 740.37 56.07 3,307.30 — 3,307.30
Depreciation, amortisation and impairment
expense.................................................................................... 2,680.85 399.29 34.23 3,114.37 — 3,114.37 2,083.38 343.11 34.01 2,460.50 — 2,460.50
Note:-
Additions to non-current assets comprises of capital expenditure on property, plant and equipment, capital work-in-progress, intangible assets including those under development and capital advances.
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42. Segment information (contd.)

Revenue from type of products and services
The operating segments are primarily based on nature of products and services and hence the Revenue from external customers of each segment is
representative of revenue based on products and services.
Geographical Information:
Rupees crores
Domestic Overseas Total Domestic Overseas Total
Revenue from External Customers................................ 79,914.37 5,045.89 84,960.26 53,890.79 3,896.15 57,786.94
comprising of:
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– Revenue from contracts with customers...... 79,039.25 5,029.40 84,068.65 53,403.78 3,883.69 57,287.47
– Revenue from other sources................................. 875.12 16.49 891.61 487.01 12.46 499.47
Non-Current Assets.................................................................... 21,916.38 — 21,916.38 22,125.80 — 22,125.80
Domestic includes sales to customers located in India and service income accrued in India.
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Overseas includes sales and services rendered to customers located outside India.
Information about major customers
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During the years ended 31st March, 2023 and 31st March, 2022 no revenues from transactions with a single external customer amount to 10% or more
of the Company’s revenues from external customers.
43. Contingent Liability & Commitments:

(A) Contingent Liability:
(a) Claims against the Company not acknowledged as debts comprise of:
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(i) Excise Duty, Sales Tax and Service Tax claims disputed by the Company relating to issues of applicability and classification aggregating
Rs. 2,979.46 crores (2022 : Rs. 1,258.47 crores) before tax.
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(ii) Other matters (excluding claims where amounts are not ascertainable) : Rs. 274.11 crores (2022 : Rs. 146.58 crores) before tax.
(b) Taxation matters:
(i) Demands against the Company not acknowledged as debts and not provided for, in respect of which the Company is in appeal and
exclusive of the effect of similar matters in respect of assessments remaining to be completed:
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– Income-tax : Rs. 1,422.26 crores (2022 : Rs. 547.40 crores) net off MAT credit.
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(ii) Items in respect of which the Company has succeeded in appeal, but the Income-tax Department is pursuing/likely to pursue in appeal/
reference and exclusive of the effect of similar matters in respect of assessments remaining to be completed:
– Income-tax matters : Rs. 469.19 crores (2022 : Rs. 412.03 crores).
(c) In respect of (a) & (b) above, it is not practicable for the Company to estimate the closure of these issues and the consequential timings of
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cash flows, if any.

(d) Financial guarantee given on behalf of Subsidiaries/Associates/Joint Ventures companies [Refer Note 38 (2) (a)].
(B) Commitments:
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(i) The estimated amount of contracts remaining to be executed on capital account and not provided is Rs. 2,581.34 crores (2022 :
Rs. 1,864.85 crores) and other commitments Rs. 17.78 crores (2022 : Rs. 6.90 crores).
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(ii) Uncalled liability on partly paid equity shares of Subsidiary(ies) company as at 31st March, 2023 Rs. 1,535.50 crores (2022 : Rs. 10.50 crores)
44. Other information:

(A) Research and Development expenditure
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(a) In recognised Research and Development units:

(i) Expensed to Profit or Loss, including certain expenditure based on allocations made by the Company, aggregate Rs. 705.06 crores
(2022 : Rs. 757.52 crores) [excluding depreciation and amortisation of Rs. 1,274.99 crores (2022 : Rs. 942.34 crores)].
(ii) Development expenditure incurred during the year Rs. 1,413.09 crores (2022 : Rs. 1,383.00 crores).
(iii) Capitalisation of assets Rs. 251.15 crores (2022 : Rs. 463.51 crores).
(b) In other units:
(i) Expensed to Profit or Loss, including certain expenditure based on allocations made by the Company, aggregate Rs. 134.56 crores
(2022 : Rs. 123.56 crores) [excluding depreciation and amortisation of Rs. 169.85 crores (2022 : Rs. 133.49 crores)].
(ii) Development expenditure incurred during the year Rs. 137.17 crores (2022 : Rs. 80.10 crores).
(iii) Capitalisation of assets Rs. 51.35 crores (2022 : Rs. 8.83 crores).
44. Other information: (contd.)

(B) (i) The Scheme of Merger by Absorption of a subsidiary, Mahindra Electric Mobility Limited (‘MEML’) with the Company and their respective
Shareholders (‘the Scheme’) has been approved by the Mumbai Bench of National Company Law Tribunal on 13th January, 2023. The Scheme
has taken effect from the appointed date i.e., 1st April, 2021.
(ii) The above scheme of merger have been accounted under ‘the pooling of interests method’ i.e. in accordance with Appendix C of Ind AS 103
– Business Combinations and comparatives have been restated for the merger from the beginning of previous year i.e., 1st April, 2021.
Accordingly, the impact of MEML has been included in the standalone financial statements for the previous period presented. The effect of the
merger on the amounts of Revenue and Profit published in the respective period are as shown in the below table.
Rupees crores
Particulars 2022
Revenue from operations:
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As published in previous year....................................................................................................................................................................................................................... 57,445.97
As restated for the effect of merger....................................................................................................................................................................................................... 57,786.94
Profit/(loss) after tax:
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As published in previous year....................................................................................................................................................................................................................... 6,235.46
As restated for the effect of merger....................................................................................................................................................................................................... 6,147.98
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45. Additional Regulatory Information:
a. Ratios:
Particulars
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Rupees crores
2022
Debt-Equity Ratio (times)
(Long term Borrowings + Short term Borrowings (including current maturities of long term
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borrowings)/(Total Equity)................................................................................................................................................................................ 0.11 0.17
Debt Service Coverage Ratio (times)
(Profit before interest, tax, depreciation, amortisation, impairments and exceptional items)/(Gross
interest for the period + Principal repayments within a year).............................................................................................. 4.69 10.85
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Return on Equity
(Net Profit for the period/Average Total Equity for the period)........................................................................................... 16.06% 13.31%
Inventory Turnover (times)
(Cost of materials consumed/Average Inventories for the period)..................................................................................... 8.69 7.92
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Trade Receivables Turnover (times)

(Revenue from sale of goods and services)/(Average Trade Receivable for the period)................................... 23.52 21.63
Trade Payables Turnover (times)
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(Purchase of goods and services + Other Expenses)/(Average Trade Payable for the period)...................... 4.91 4.12
Net Capital Turnover (times)
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(Revenue from operations)/[Average working capital (Current assets less Current liabilities) for the
period]............................................................................................................................................................................................................................ 10.72 9.74
Net Profit margin (%)
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(Net Profit for the period/Revenue from operations).................................................................................................................. 7.71% 8.43%

Return on Capital Employed (%)
(Profit before interest and tax/(Average Total Equity + Average Total Debt for the period).......................... 18.13% 14.64%
Return on Investment (%)
(Income earned on investments/Average Investment for the period).............................................................................. 5.75% 4.62%
Explanatory notes:
(i) Cost of materials consumed for the purpose of Inventory turnover ratio includes Purchases of stock-in-trade and Changes in inventories of
finished goods, stock-in-trade and work-in-progress.
(ii) Investments includes current and non-current investments including Fixed deposits, Mutual funds, Corporate deposits, Inter corporate deposits
excluding investments in Equity instruments.
45. Additional Regulatory Information: (contd.)

a. Ratios: (contd.)
Explanation for change in the ratios by more than 25%:
(i) Debt Equity Ratio (times) : The debt equity ratio is at 0.11 in current year as against 0.17 in previous year primarily due to repayment of
borrowings during the year.
(ii) Debt Service Coverage Ratio (times) : The debt service coverage ratio is at 4.69 in current year as against 10.85 in previous year primarily
due to repayment of borrowings during the year.
b. Transaction with Struck off Companies:
Rupees crores
Name of the Struck off Company Receivables Payables Number of Other Other
Shares held Outstanding Outstanding
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by Struck off Balances- Balances-
Companies Assets Liabilities
Argus Media Pvt Ltd................................................................................................... — * — — —
Asmita Fire Safety Private Limited.................................................................. * — — — —
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Babace Pneumatics Private Limited............................................................... — * — — —
Badri Sarraf Finance And Mutual Benefit Company Limited......... — — 796 — —
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Baux Arch Tech Pvt Ltd........................................................................................... — * — — —
Beauty Xl India Pvt Ltd............................................................................................ * — — — —
Bkg Securities Limited..............................................................................................
C Cube Sports Private Limited...........................................................................
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—
—
0.01
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—
—
—
—
—
Chowdhary Motors Pvt Ltd................................................................................... 0.17 — — — —
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Country Inn & Suites By Carlson (A U)......................................................... * — — — —
Diamond Automobiles Pvt Ltd............................................................................ — 0.04 — — —
Dimension Data India Private Limited............................................................ — 0.03 — — —
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Dimensions Engineering Technologies........................................................... — — — * —

Dreams Comtrade Private Limited................................................................... — — 2 — —
East West Power Genset Pvt., Ltd.,.................................................................. — * — — —
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Elegant Finvest Private Limited......................................................................... — — 4 — —

Enffluence Technologies Limited....................................................................... — 0.02 — — —
Frontline Corporate Finance Ltd........................................................................ — — 1,944 — —
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Garlick Designing And Consultancy Pvt Ltd.............................................. — — 264 — —

Greenair Engg. Solutions P.Ltd............................................................................ * — — — —
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H.K. Exports Private Limited................................................................................ — — 700 — —

Hanaro Hospitality Private Limited.................................................................. — * — — —
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Hbn Homes Colonisers Private Limited........................................................ * — — — —

Heeraraj R&D And Automations........................................................................ * — — * —
High Calibre Cnc Centre Private Limited..................................................... 0.07 — — — —
Horizon Staffing And Technical Solutions Private Limited.............. * — — — —
Horizon Staffing Solutions Private Limited................................................ * — — — —
Hudson Engineering Industries Pvt Ltd........................................................ — — 1,200 — —
Jagat Trading Enterprises Limited.................................................................... — — 100 — —
Jaipal Consultancy Private Limited.................................................................. — — 1 — —
Janardana Investments Pvt Ltd......................................................................... — — 12 — —

b. Transaction with Struck off Companies: (contd.)
Rupees crores
Joseph Cardijn Auto Ser. Pvt Ltd...................................................................... * * — — —
K S Furniture Makers Pvt Ltd............................................................................. — 0.02 — — —
Kamla Landmarc Cars Pvt. Ltd........................................................................... — * — — —
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Leela Trade Link Private Limited....................................................................... * — — — —
Lektronix India Private Limited........................................................................... * — — — —
Loni Corporate Training Pvt. Ltd........................................................................ — — — * —
Magnate Leasing And Finance Private Limited....................................... — — 104 — —
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Maptronicz Technologies Pvt Ltd...................................................................... — * — — —
Midwest Mutual Fund Limited............................................................................. — — 192 — —
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Niche Events And Promotions Private Limited....................................... 0.04 — — — —
Nttf Industries Private Limited........................................................................... * — — — —
Oxford Automotive Private Limited.................................................................
Pals Specalised Tooling System Priv..............................................................
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* —
—
—
—
—
*
—
—
Popular Stock And Share Services Private Limited............................. — — 1,328 — —
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Positive Leasing And Finance Pvt Ltd........................................................... — — 1,232 — —
Purushothama Investments Pvt Ltd............................................................... — — 20 — —
R.S.Ajit Singh & Co...................................................................................................... 0.01 — — — 0.01
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Rajpal Control Systems Private Limited...................................................... — — 160 — —

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Ray Shield Technology Private Limited........................................................ — 0.01 — — —

Right View Audio Visual Pvt Ltd........................................................................ — * — — —
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Rishiroop Polymers Pvt. Ltd. (Trnsfr)............................................................. — — 6,715 — —

Robomatrix Automation & Solutions Private Limited........................ 0.03 — — — —
Rofin Baasel Laser India Private Limited..................................................... * — — — —
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S J N Industries............................................................................................................. * — — — —
Safna Consultancy Private Limited.................................................................. — — 800 — —
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Sahil Genset Sales Private Limited.................................................................. — * — — —

Sartaj Mega Project India Pvt Ltd.................................................................... * * — — —
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Serene Paints & Colors Pvt Ltd......................................................................... — 0.01 — — —

Shalaka Technologies Pvt. Ltd............................................................................. — 0.07 — — —
Shivraj Oils Pvt Ltd..................................................................................................... — — — * —
Sincere Securities Private Limited................................................................... — — 16 — —
Sindhudurg Investments Pvt. Ltd...................................................................... — — 400 — —
Sirius Transtech Pvt. Ltd......................................................................................... — 0.01 — — —
Suviron Products Private Limited..................................................................... — — 80 — —
Technosteel Commercial Kitchen Equipments Private Limited... 0.01 — — — —

b. Transaction with Struck off Companies: (contd.)
Rupees crores
The India Sugar Agencies Private Limited..................................................... — — 80 — —
Think Creative Communications Private Limited.................................... — * — — —
Ti Tsubamex Private Limited................................................................................ — 0.01 — — —
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Vennela And Venket Saai Projects India Private Limited................. * — — — —
Versatile Options And Solutions Private Limited................................... — 0.02 — — —
Welcome Telecom Pvt Ltd..................................................................................... — * — — —
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Note: The above information is provided on basis of reasonable diligence done to ascertain relevant companies that have been struck off on the
website of the Ministry of Company Affairs.
c. Quarterly returns/statements filed by the Company with banks are in agreement with the books of accounts.
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46. As described in note 44B, previous period’s figures have been regrouped/restated wherever necessary.
The accompanying notes 1 to 46 are an integral part of the Financial Statements LIN
Signatures to Notes 1 to 46

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Manoj Bhat Group Chief Financial Officer
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Partner Nisaba Godrej (DIN - 00591503)

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Independent Auditor’s Report to the Members of Mahindra & Mahindra Limited

Report on the Audit of the Consolidated Financial Statements
Opinion
We have audited the consolidated financial statements of Mahindra & Mahindra Limited (hereinafter referred to as the “Holding Company”) and its subsidiaries
(Holding Company and its subsidiaries together referred to as “the Group”), its associates and its joint ventures, which comprise the consolidated balance
sheet as at 31 March 2023, and the consolidated statement of profit and loss (including other comprehensive income), consolidated statement of changes
in equity and consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including a summary of
significant accounting policies and other explanatory information (hereinafter referred to as “the consolidated financial statements”).
In our opinion and to the best of our information and according to the explanations given to us, and based on the consideration of reports of the other
auditors on separate/consolidated financial statements of such subsidiaries, associates and joint ventures as were audited by the other auditors, the
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aforesaid consolidated financial statements give the information required by the Companies Act, 2013 (“Act”) in the manner so required and give a true
and fair view in conformity with the accounting principles generally accepted in India, of the consolidated state of affairs of the Group, its associates and
joint ventures as at 31 March 2023, of its consolidated profit and other comprehensive loss, consolidated changes in equity and consolidated cash flows
for the year then ended.
Basis for Opinion
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We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those
SAs are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent
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of the Group, its associates and joint ventures in accordance with the ethical requirements that are relevant to our audit of the consolidated financial
statements in terms of the Code of Ethics issued by the Institute of Chartered Accountants of India and the relevant provisions of the Act, and we
have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence obtained by us along with the
basis for our opinion on the consolidated financial statements.
Key Audit Matters

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consideration of reports of the other auditors referred to in paragraph (a) of the “Other Matters” section below, is sufficient and appropriate to provide a
Key audit matters are those matters that, in our professional judgment and based on the consideration of reports of other auditors on separate/
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consolidated financial statements of components audited by them, were of most significance in our audit of the consolidated financial statements of the
current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these matters.
Key audit matters

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Impairment assessment of tangible assets and development expenditure Our audit procedures included:
capitalised and currently under development • Assessed the design, implementation and operating effectiveness
The Group’s Automotive Cash Generating Units (‘Auto CGU’) have of key controls in respect of the Group’s impairment assessment
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aggregate tangible assets of Rs 11,291 crores, which includes property, process, including the approval of forecasts and valuation models;
plant and equipment of Rs 10,547 crores and capital-work-in-progress • Tested the key VIU assumptions used in estimating future cash
of Rs 744 crores as at 31 March 2023. Further, the Auto CGU has
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flows such as revenue volumes and prices, operating costs, inflation

development expenditure capitalized of Rs 3,501 crores, and intangible and growth rates by comparing these inputs with externally derived
assets under development of Rs 1,820 crores. data, past performances, consistency with the Board approved
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Changes in business environment, including market or economic environment, investment plans and knowledge of the industry;
geopolitical situation and general inflationary trend could have a significant • Involved valuation specialists as applicable, to evaluate the
impact on the valuation of the tangible and intangible assets of the Auto assumptions including the discount rates used in VIU calculations;
CGU. The tangible and intangible assets of the Auto CGU are tested for
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impairment periodically. The Group assesses the carrying amounts of the • Evaluated past performance where relevant, and assessed historical
tangible and intangible assets to determine indicators of impairment loss as accuracy of the forecast produced by management;
the recoverable values rely on certain assumptions and estimates of future • Evaluated the stage of development of the intangible assets,
performance which impact the valuation. If any such indication exists, the judgments used for expected probable economic benefits and
recoverable amount which is the higher of VIU or fair value less cost to associated expenditures, and their assessment of feasibility of the
sell of the Auto CGU, is estimated and the impairment loss is recognised in projects; and
the statement of profit and loss. The carrying amount of the tangible and
• Assessed the adequacy of disclosures on key judgements,
intangible assets of Auto CGU is reduced to its recoverable amount.
assumptions and quantitative data with respect to impairment
See Note 2(h) to consolidated financial statements losses.
Key audit matters

Assessment of control on acquisition /divestment of interest Our audit procedures include:
in group companies • Assessed management’s evaluation of the implication of significant
The Group operates in various segments such as automotive, transactions on assessment of control, joint control or significant influence
hospitality, financial services, real estate etc. based on the shareholders agreement and other indicators of control
During the year, the Holding Company undertook various over relevant activities on acquisition or divestment of interest in group
transactions as part of its capital allocation strategy involving companies.
acquisition and divestment of shareholding in various companies • Independently, verified the terms of the shareholders agreement including
within the Group, its associates and joint ventures. This requires rights available with each shareholder such as ability to participate in the
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management to exercise judgement whether these transactions operating decision making, contractual right to appoint director, participative
alter the assessment of control, joint control or significant rights available with other shareholders, dispersal of shareholders etc;
influence under the accounting standards. The cumulative • Examined the adequacy of disclosures in the consolidated financial
size and importance of these transactions in the consolidated statements.
financial statements is significant.
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Impairment loss allowance in the financial services business The audit procedures applied by the auditor of the component included:
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As at 31 March 2023, the carrying value of loan assets Examined the policies approved by the Board of Directors of the component that
measured at amortised cost, aggregated Rs 86,456 crore articulate the objectives of managing each portfolio and their business models. The
(net of allowance of expected credit loss Rs 3,649 crore) component auditor have also verified the methodology adopted for computation
constituting approximately 82% of the financial service’s
business total assets. Significant judgement is used in classifying
these loan assets and applying appropriate measurement
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of ECL (“ECL Model”) that addresses policies approved by the Board of Directors
of the component, procedures and controls for assessing and measuring credit
risk on all lending exposures measured at amortised cost. Additionally, the
principles. ECL on such loan assets measured at amortised cost component auditor have confirmed that adjustments to the output of the ECL
is a critical estimate involving greater level of management Model is consistent with the documented rationale and basis for such adjustments
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judgement. As part of the component auditor’s risk assessment, and that the amount of adjustment has been approved by the Audit Committee
they determined that the ECL on such loan assets has a high of the Board of Directors of the component. The audit procedures related to the
degree of estimation uncertainty, with a potential range of allowance for ECL included the following, among others:
reasonable outcomes. The elements of estimating ECL which
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• Testing the design and operating effectiveness of the following:

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involved increased level of audit focus are the following:

a. completeness and accuracy of the EAD and the classification thereof
• Qualitative and quantitative factors used in staging the into stages consistent with the definitions applied in accordance with
loan assets measured at amortised cost; the policy approved by the Board of Directors of the component
• Basis used for estimating Probabilities of Default (“PD”), including the appropriateness of the qualitative factors to be applied;
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Loss Given Default (“LGD”) and Exposure at Default (“EAD”) b. completeness, accuracy and appropriateness of information used in
at product level with past trends; the estimation of the PD and LGD for the different stages depending
• Judgements used in projecting economic scenarios and on the nature of the portfolio; and
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probability weights applied to reflect future economic c. accuracy of the computation of the ECL estimate including
conditions; and reasonableness of the methodology used to determine macro-
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• Adjustments to model driven ECL results to address economic overlays and adjustments to the output of the ECL Model.
emerging trends. • Test of details on a sample in respect of the following:
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a. accuracy and completeness of the input data such as period of default

and other related information used in estimating the PD;
b. the mathematical accuracy of the ECL computation by using the same
input data as used by the component;
c. completeness and accuracy of the staging of the loans and the
underlying data based on which the ECL estimates have been
computed; and
d. evaluating the adequacy of the adjustment made to the output as per
the ECL Model to ensure that the adjustment was in conformity with
the amount approved by the Audit Committee of the component.
Other Information
The Holding Company’s Management and Board of Directors are responsible for the other information. The other information comprises the
information included in the Holding Company’s annual report, but does not include the financial statements and auditor’s report thereon. The
Holding Company’s annual report is expected to be made available to us after the date of this auditor’s report.
Our opinion on the consolidated financial statements does not cover the other information and we will not express any form of assurance
conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information identified above when it
becomes available and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements
or our knowledge obtained in the audit, or otherwise appears to be materially misstated.
When we read the Holding Company’s annual report, if we conclude that there is a material misstatement therein, we are required to communicate
the matter to those charged with governance and take necessary actions, as applicable under the relevant laws and regulations.
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Management’s and Board of Directors’ Responsibilities for the Consolidated Financial Statements
The Holding Company’s Management and Board of Directors are responsible for the preparation and presentation of these consolidated financial statements
in term of the requirements of the Act that give a true and fair view of the consolidated state of affairs, consolidated profit/loss and other comprehensive
income, consolidated statement of changes in equity and consolidated cash flows of the Group including its associates and joint ventures in accordance
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with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act.
The respective Management and Board of Directors of the companies included in the Group and of its associates and joint ventures are responsible for
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maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of each company and for preventing
and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgments and estimates that are
reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for
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ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the consolidated financial statements
that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation
of the consolidated financial statements by the Management and Board of Directors of the Holding Company, as aforesaid.
In preparing the consolidated financial statements, the respective Management and Board of Directors of the companies included in the Group and of its
associates and joint ventures are responsible for assessing the ability of each company to continue as a going concern, disclosing, as applicable, matters
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related to going concern and using the going concern basis of accounting unless the respective Board of Directors either intends to liquidate the Company
or to cease operations, or has no realistic alternative but to do so.
The respective Board of Directors of the companies included in the Group and of its associates and joint ventures are responsible for overseeing the
financial reporting process of each company.
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Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a
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guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud
or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users
taken on the basis of these consolidated financial statements.
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As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform
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audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk
of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of internal control.
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• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under
Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with
reference to financial statements in place and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Management
and Board of Directors.
• Conclude on the appropriateness of the Management and Board of Directors use of the going concern basis of accounting in preparation of consolidated
financial statements and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast
significant doubt on the appropriateness of this assumption. If we conclude that a material uncertainty exists, we are required to draw attention in our
auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group
and its associates and joint ventures to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated
financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial statements of such entities or business activities within the Group and its associates
and joint ventures to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of
the audit of the financial statements of such entities included in the consolidated financial statements of which we are the independent auditors. For the
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other entities included in the consolidated financial statements, which have been audited by other auditors, such other auditors remain responsible for
the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion. Our responsibilities in
this regard are further described in paragraph (a) of the section titled “Other Matters” in this audit report.
We communicate with those charged with governance of the Holding Company and such other entities included in the consolidated financial statements of
which we are the independent auditors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any
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significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and
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to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.
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From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the
consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law
or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated
in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
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Other Matters
a. We did not audit the financial statements of 114 subsidiaries, whose financial statements reflect total assets (before consolidation adjustments)
of Rs 128,280 crore as at 31 March 2023, total revenues (before consolidation adjustments) of Rs 39,739 crore and net cash outflows (before
consolidation adjustments) amounting to Rs 713 crore for the year ended on that date, as considered in the consolidated financial statements. The
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consolidated financial statements also include the Group’s share of net profit (and other comprehensive income) (before consolidation adjustments)
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of Rs 152 crore for the year ended 31 March 2023, in respect of 20 associates and 18 joint ventures, whose financial statements have not been
audited by us. These financial statements have been audited by other auditors whose reports have been furnished to us by the Management and our
opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries, joint
ventures and associates, and our report in terms of sub-section (3) of Section 143 of the Act, in so far as it relates to the aforesaid subsidiaries,
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joint ventures and associates is based solely on the reports of the other auditors.
Our opinion on the consolidated financial statements, and our report on Other Legal and Regulatory Requirements below, is not modified in respect
of the above matter with respect to our reliance on the work done and the reports of the other auditors.
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b. The financial statements of 6 subsidiaries, whose financial statements reflect total assets (before consolidation adjustments) of Rs 2 crore as at
31 March 2023, total revenues (before consolidation adjustments) of Rs 0 crore and net cash outflows (before consolidation adjustments) amounting
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to Rs 33 crore for the year ended on that date, as considered in the consolidated financial statements, have not been audited either by us or by other
auditors. The consolidated financial statements also include the Group’s share of net profit (and other comprehensive income) (before consolidation
adjustments) of Rs 20 crore for the year ended 31 March 2023, as considered in the consolidated financial statements, in respect of 6 associates
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and 4 joint ventures, whose financial statements have not been audited by us or by other auditors. These unaudited financial statements have been
furnished to us by the Management and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures
included in respect of these subsidiaries, joint ventures and associates, and our report in terms of sub-section (3) of Section 143 of the Act in so far
as it relates to the aforesaid subsidiaries, joint ventures and associates, is based solely on such unaudited financial statements. In our opinion and
according to the information and explanations given to us by the Management, these financial statements are not material to the Group.
Our opinion on the consolidated financial statements, and our report on Other Legal and Regulatory Requirements below, is not modified in respect of
this matter with respect to the financial statements certified by the Management.
Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”) issued by the Central Government of India in terms of Section 143(11) of
the Act, we give in the “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
2. (A) As required by Section 143(3) of the Act, based on our audit and on the consideration of reports of the other auditors on separate/consolidated
financial statements of such subsidiaries, associates and joint ventures as were audited by other auditors, as noted in the “Other Matters”
paragraph, we report, to the extent applicable, that:
a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the
purposes of our audit of the aforesaid consolidated financial statements.
b. In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated financial statements have
been kept so far as it appears from our examination of those books and the reports of the other auditors.
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c. The consolidated balance sheet, the consolidated statement of profit and loss (including other comprehensive income), the consolidated
statement of changes in equity and the consolidated statement of cash flows dealt with by this Report are in agreement with the relevant
books of account maintained for the purpose of preparation of the consolidated financial statements.
d. In our opinion, the aforesaid consolidated financial statements comply with the Ind AS specified under Section 133 of the Act.
e. On the basis of the written representations received from the directors of the Holding Company as on 31 March 2023 taken on record
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by the Board of Directors of the Holding Company and the reports of the statutory auditors of its subsidiary companies, associate
companies and joint ventures incorporated in India, none of the directors of the Group companies, its associate companies and joint
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ventures incorporated in India is disqualified as on 31 March 2023 from being appointed as a director in terms of Section 164(2) of
the Act.
f. With respect to the adequacy of the internal financial controls with reference to financial statements of the Holding Company and its
to our separate Report in “Annexure B”. LIN

subsidiary companies, associate companies and joint ventures incorporated in India and the operating effectiveness of such controls, refer
(B) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors)
Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us and based on the consideration of
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the reports of the other auditors on separate/consolidated financial statements of the subsidiaries, associates and joint ventures, as noted in
the “Other Matters” paragraph:
a. The consolidated financial statements disclose the impact of pending litigations as at 31 March 2023 on the consolidated financial position
of the Group, its associates and joint ventures. Refer Note 44 to the consolidated financial statements.
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b. Provision has been made in the consolidated financial statements, as required under the applicable law or Ind AS, for material foreseeable
losses, on long-term contracts including derivative contracts. Refer Note 36 to the consolidated financial statements in respect of such
items as it relates to the Group, its associates and joint ventures.
c. There has been no delay in transferring amounts to the Investor Education and Protection Fund by the Holding Company or its subsidiary
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companies, associate companies and joint ventures incorporated in India during the year ended 31 March 2023.
d (i) The respective management of the Holding Company and its subsidiary companies incorporated in India whose financial statements have
been audited have represented to us and the other auditor of such subsidiary company that, to the best of their knowledge and belief, no
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funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds)
by the Holding Company or such subsidiary companies to or in any other persons or entities, including foreign entities (“Intermediaries”),
with the understanding, whether recorded in writing or otherwise, that the Intermediary shall directly or indirectly lend or invest in other
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persons or entities identified in any manner whatsoever by or on behalf of the Holding Company or such subsidiary companies (“Ultimate
Beneficiaries”) or provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
(ii) The respective management of the Holding Company and its subsidiary companies incorporated in India whose financial statements have
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been audited have represented to us and the other auditor of such subsidiary company that, to the best of their knowledge and belief, no
funds have been received by the Holding Company or such subsidiary companies from any persons or entities, including foreign entities
(“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Holding Company or such subsidiary
companies shall directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the
Funding Parties (“Ultimate Beneficiaries”) or provide any guarantee, security or the like from or on behalf of the Ultimate Beneficiaries.
(iii) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances performed by us and that
performed by the auditor of the subsidiary company incorporated in India whose financial statements have been audited under the Act,
nothing has come to our or other auditor notice that has caused us or the other auditor to believe that the representations under sub-
clause (i) and (ii) of Rule 11(e), as provided under (i) and (ii) above, contain any material misstatement.
e. The dividend declared or paid during the year by the Holding Company and its subsidiary companies, associate companies and joint ventures
incorporated in India is in compliance with Section 123 of the Act.
f. As proviso to rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable for the Holding Company or any of such subsidiary companies,
associate companies and joint ventures only with effect from 1 April, 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors)
Rules, 2014 is not applicable.
(C) With respect to the matter to be included in the Auditor’s Report under Section 197(16) of the Act:
In our opinion and according to the information and explanations given to us and based on the reports of the statutory auditors of such subsidiary
companies, associate companies and joint ventures incorporated in India which were not audited by us, the remuneration paid during the current
year by the Holding Company and its subsidiary companies, associate companies and joint ventures to its directors is in accordance with the
provisions of Section 197 of the Act. The remuneration paid to any director by the Holding Company and its subsidiary companies, associate
companies and joint ventures is not in excess of the limit laid down under Section 197 of the Act. The Ministry of Corporate Affairs has not
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prescribed other details under Section 197(16) of the Act which are required to be commented upon by us.
For B S R & Co. LLP

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Firm’s Registration No.: 101248W/W-100022
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Partner
Place : Mumbai Membership No.: 113156
Date : 26 May 2023 ICAI UDIN: 23113156BGYUJG1038
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Annexure A to the Independent Auditor’s Report on the Consolidated Financial Statements

of Mahindra & Mahindra Limited for the year ended 31 March 2023
(Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)
(xxi) In our opinion and according to the information and explanations given to us, following companies incorporated in India and included in the
consolidated financial statements, have unfavourable remarks, qualification or adverse remarks given by the respective auditors in their reports
under the Companies (Auditor’s Report) Order, 2020 (CARO):
Sr. Name of the entities CIN Relationship Clause number of the CARO report which
No. is unfavourable or qualified or adverse
1 Kota Farm Services Limited U02005MH2001PLC131699 Subsidiary Clause 3(XVII) and 3(XIX)
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2 Mahindra Construction Company Limited U45200MH1992PLC068846 Subsidiary Clause 3(XIX)
3 Officemartindia.com Limited U74999MH2000PLC126610 Subsidiary Clause 3(XVII) and 3(XIX)
4 Transtech Logistics Private Limited U60231KA2008PTC048036 Joint Venture Clause 3(XIX)
In addition to the above, there are certain companies in the Group whose auditors have reported cash losses in the financial year under clause 3(XVII) of
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the CARO report. Based on information and explanations provided to us, in our opinion, these observations are not considered unfavourable or qualified
or adverse in nature and hence not reported under this clause.
E.
The above does not include comments, if any, in respect of the following entities as the CARO report relating to them has not been issued by its auditor
till the date of principal auditor’s report.
Name of the entities

Aquasail Distribution Private Limited
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U93090MH2006PTC164021
Relationship
Joint Venture
Brainbees Solutions Private Limited U51100PN2010PTC136340 Associate
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Medwell Ventures Private Limited U85100GJ2014PTC079080 Associate
New Delhi Centre for Sight Limited U85120MH2002PLC338742 Joint Venture
ReNew Sunlight Energy Private Limited U40300DL2020PTC374527 Associate
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For B S R & Co. LLP

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Partner
Place : Mumbai Membership No.: 113156
Date : 26 May 2023 ICAI UDIN: 23113156BGYUJG1038
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Annexure B to the Independent Auditor’s Report on the consolidated financial statements

of Mahindra & Mahindra Limited for the year ended 31 March 2023
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eport on the internal financial controls with reference to the aforesaid consolidated financial statements under Clause (i) of
Sub‑section 3 of Section 143 of the Act
(Referred to in paragraph 2(A)(f) under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)
Opinion
In conjunction with our audit of the consolidated financial statements of Mahindra & Mahindra Limited (hereinafter referred to as “the Holding Company”) as
of and for the year ended 31 March 2023, we have audited the internal financial controls with reference to financial statements of the Holding Company and
such companies incorporated in India under the Act which are its subsidiary companies, its associate companies and joint ventures, as of that date.
In our opinion and based on the consideration of reports of the other auditors on internal financial controls with reference to financial statements
of subsidiary companies, associate companies and joint ventures, as were audited by the other auditors, the Holding Company and such companies
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incorporated in India which are its subsidiary companies, its associate companies and joint ventures, have, in all material respects, adequate internal
financial controls with reference to financial statements and such internal financial controls were operating effectively as at 31 March 2023, based on
the internal financial controls with reference to financial statements criteria established by such companies considering the essential components of
such 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 (the “Guidance Note”).
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Management’s and Board of Directors’ Responsibilities for Internal Financial Controls
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The respective Company’s Management and the Board of Directors are responsible for establishing and maintaining internal financial controls based on
the internal financial controls with reference to financial statements criteria established by the respective company considering the essential components
of internal control stated in the Guidance Note. These responsibilities include the design, implementation and maintenance of adequate internal financial
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controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the respective company’s
policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and
the timely preparation of reliable financial information, as required under the Act.
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Auditor’s Responsibility
Our responsibility is to express an opinion on the internal financial controls with reference to financial statements based on our audit. We conducted our
audit in accordance with the Guidance Note and the Standards on Auditing, prescribed under Section 143(10) of the Act, to the extent applicable to an
audit of internal financial controls with reference to financial statements. Those Standards and the Guidance Note require that we comply with ethical
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requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to
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financial statements were established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to financial
statements and their operating effectiveness. Our audit of internal financial controls with reference to financial statements included obtaining an
understanding of internal financial controls with reference to financial statements, assessing the risk that a material weakness exists, and testing and
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evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s
judgement, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained and the audit evidence obtained by the other auditors of the relevant subsidiary companies, associate
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companies and joint ventures in terms of their reports referred to in the Other Matters paragraph below, is sufficient and appropriate to provide a basis
for our audit opinion on the internal financial controls with reference to financial statements.
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Meaning of Internal Financial Controls with Reference to Financial Statements

A company’s internal financial controls with reference to financial statements is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted
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accounting principles. A company’s internal financial controls with reference to financial statements include those policies and procedures that (1) pertain
to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2)
provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of
management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition,
use, or disposition of the company’s assets that could have a material effect on the consolidated financial statements.
Inherent Limitations of Internal Financial Controls with Reference to Financial Statements

Because of the inherent limitations of internal financial controls with reference to financial statements, including the possibility of collusion or improper
management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the
internal financial controls with reference to financial statements to future periods are subject to the risk that the internal financial controls with reference
to financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
Other Matters
Our aforesaid report under Section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal financial controls with reference to
financial statements insofar as it relates to 59 subsidiary companies, 5 associate companies and 14 joint ventures, which are companies incorporated in
India, is based on the corresponding reports of the auditors of such companies incorporated in India.
The internal financial controls with reference to financial statements insofar as it relates to 3 associate companies and 2 joint ventures, which are
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companies incorporated in India and included in these consolidated financial statements, have not been audited either by us or by other auditors. In our
opinion and according to the information and explanations given to us by the Management, such unaudited associate companies and joint ventures are
not material to the Holding Company.
Our opinion is not modified in respect of this matter.
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For B S R & Co. LLP
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Place : Mumbai
Date : 26 May 2023 LIN Partner
Membership No.: 113156
ICAI UDIN: 23113156BGYUJG1038
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Consolidated Balance Sheet | as at 31st March, 2023

Rupees crores
Note 2023 2022
I. ASSETS
NON-CURRENT ASSETS
Property, plant and equipment........................................................................................................................................................................................................ 4 20,351.33 21,902.26
Capital work-in-progress....................................................................................................................................................................................................................... 5 1,222.66 3,036.10
Goodwill............................................................................................................................................................................................................................................................ 6 2,548.90 1,340.40
Other intangible assets......................................................................................................................................................................................................................... 7 4,239.75 2,775.83
Intangible assets under development........................................................................................................................................................................................ 8 2,745.92 3,666.71
Investments accounted using equity method....................................................................................................................................................................... 9 14,380.57 13,149.70
Financial assets
(i) Investments.................................................................................................................................................................................................................................... 9 6,625.93 6,060.85
(ii) Trade receivables....................................................................................................................................................................................................................... 10 282.60 309.43
(iii) Loans................................................................................................................................................................................................................................................... 11 52,772.75 38,849.40
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(iv) Other financial assets............................................................................................................................................................................................................. 12 3,353.97 2,206.65
Deferred tax assets (net).................................................................................................................................................................................................................... 13 1,615.46 1,724.31
Income tax assets (net)........................................................................................................................................................................................................................ 1,802.88 1,604.24
Other non-current assets.................................................................................................................................................................................................................... 14 2,623.61 2,338.92
1,14,566.33 98,964.80
CURRENT ASSETS
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Inventories...................................................................................................................................................................................................................................................... 15 16,854.97 11,595.82
Financial assets
(i) Investments.................................................................................................................................................................................................................................... 9 14,265.92 10,849.88
(ii) Trade receivables....................................................................................................................................................................................................................... 10 7,028.02 6,373.95
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(iii) Cash and cash equivalents.................................................................................................................................................................................................. 16 3,493.41 3,487.59
(iv) Bank balances other than cash and cash equivalents................................................................................................................................... 16 7,780.02 7,630.02
(v) Loans................................................................................................................................................................................................................................................... 11 34,684.81 29,242.26
(vi) Other financial assets............................................................................................................................................................................................................. 12 1,951.70 1,998.95
II.
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Other current assets..............................................................................................................................................................................................................................
Assets classified as held for sale...................................................................................................................................................................................................
TOTAL ASSETS.........................................................................................................................................................................................................................................
EQUITY AND LIABILITIES
14 5,209.99
56.60
91,325.44
2,05,891.77
3,969.53
-
75,148.00
1,74,112.80
EQUITY
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Equity share capital................................................................................................................................................................................................................................. 17 556.82 556.06
Other equity.................................................................................................................................................................................................................................................. 55,808.97 46,566.58
Equity attributable to owners of the company................................................................................................................................................................... 56,365.79 47,122.64
Non-controlling interests..................................................................................................................................................................................................................... 10,716.32 9,702.62
67,082.11 56,825.26
LIABILITIES
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NON-CURRENT LIABILITIES
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(ia) Borrowings...................................................................................................................................................................................................................................... 19 55,027.39 48,625.06
(ib) Lease liabilities............................................................................................................................................................................................................................. 2,882.50 2,432.55
(ii) Trade payables
Total outstanding dues of creditors other than micro enterprises and small enterprises............................................. 20 0.04 1.55
(iii) Other financial liabilities....................................................................................................................................................................................................... 21 1,370.45 1,406.04
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Provisions........................................................................................................................................................................................................................................................ 22 1,815.95 1,497.99

Deferred tax liabilities (net)............................................................................................................................................................................................................... 13 1,608.64 1,786.10
Other non-current liabilities.............................................................................................................................................................................................................. 23 5,525.28 5,249.92
68,230.25 60,999.21
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CURRENT LIABILITIES
(ia) Borrowings...................................................................................................................................................................................................................................... 19 33,739.62 26,042.12
(ib) Lease liabilities............................................................................................................................................................................................................................. 597.34 505.48
(ii) Trade payables 20
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(a) Total outstanding dues of micro enterprises and small enterprises..................................................................................... 363.63 195.51
(b) Total outstanding dues of creditors other than micro enterprises and small enterprises................................... 23,472.03 18,841.04
(iii) Other financial liabilities....................................................................................................................................................................................................... 21 4,424.94 4,422.25
Other current liabilities......................................................................................................................................................................................................................... 23 6,176.38 4,921.72
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Provisions........................................................................................................................................................................................................................................................ 22 1,189.48 968.19

Current tax liabilities (net)................................................................................................................................................................................................................. 615.99 392.02
70,579.41 56,288.33
TOTAL EQUITY AND LIABILITIES............................................................................................................................................................................................... 2,05,891.77 1,74,112.80
The accompanying notes 1 to 49 are an integral part of the Consolidated Financial Statements
Consolidated Statement of Profit and Loss | for the year ended 31st March, 2023
Rupees crores
Note 2023 2022
INCOME
Revenue from operations................................................................................................................................................................................................................................... 24 1,21,268.55 90,170.57
Other income.............................................................................................................................................................................................................................................................. 25 1,206.49 934.51
Total Income.............................................................................................................................................................................................................................................................. 1,22,475.04 91,105.08
EXPENSES
Cost of materials consumed .......................................................................................................................................................................................................................... 26 68,477.97 46,265.48
Purchases of stock-in-trade ........................................................................................................................................................................................................................... 7,541.90 6,399.37
Changes in inventories of finished goods, stock-in-trade and work-in-progress......................................................................................................... 27 (2,032.31) (861.66)
Employee benefits expense.............................................................................................................................................................................................................................. 28 9,677.95 8,386.74
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Finance costs ............................................................................................................................................................................................................................................................ 29 5,829.70 5,018.05
Depreciation, amortisation and impairment expense ................................................................................................................................................................... 30 4,356.81 3,507.50
Other expenses ....................................................................................................................................................................................................................................................... 31 17,317.75 15,297.79
Total Expenses ...................................................................................................................................................................................................................................................... 1,11,169.77 84,013.27
Profit Before Exceptional Items, share of profit of associates and joint ventures and tax ............................................................. 11,305.27 7,091.81
Exceptional items (net)........................................................................................................................................................................................................................................ 32 1,249.52 414.17
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Share of profit of associates and joint ventures (net).................................................................................................................................................................. 1,505.44 1,855.79
Profit Before Tax ................................................................................................................................................................................................................................................ 14,060.23 9,361.77
Tax Expense 13
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Current tax ................................................................................................................................................................................................................................................................. (2,742.04) (1,868.10)
Deferred tax .............................................................................................................................................................................................................................................................. 56.29 (240.66)
Profit for the year ............................................................................................................................................................................................................................................. 11,374.48 7,253.01
Other Comprehensive Income/(Loss)
A.

(i) Items that will not be reclassified to profit or loss
(a) Remeasurements of the defined benefit plans .......................................................................................................................................
(b) Equity instruments through other comprehensive income ............................................................................................................
(c) Share of other comprehensive income/(loss) of equity accounted investees.....................................................................
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(45.11)
11.84
141.12
(75.83)
9.97
(ii) Income tax relating to items that will not be reclassified to profit or loss...................................................................................... 35.53 (36.22)
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B. (i) Items that will be reclassified to profit or loss
(a) Exchange differences in translating the financial statements of foreign operations .................................................. (129.76) (287.33)
(b) Debt instruments through other comprehensive income ................................................................................................................ (92.64) (1.18)
(c) Effective portion of gains/(losses) on designated portion of hedging instruments in a cash flow hedge............... (5.50) 14.82
(d) Share of other comprehensive income/(loss) of equity accounted investees .................................................................. 186.04 136.25
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(ii) Income tax relating to items that will be reclassified to profit or loss .............................................................................................. 7.16 (13.07)
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Total Other Comprehensive Income/(Loss)..................................................................................................................................................................................... (186.99) (111.47)

Total Comprehensive Income/(Loss) for the year.................................................................................................................................................................... 11,187.49 7,141.54
Profit /(Loss) for the year attributable to:
Owners of the company ................................................................................................................................................................................................................................... 10,281.50 6,577.32
Non-controlling interests .................................................................................................................................................................................................................................. 1,092.98 675.69
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11,374.48 7,253.01
Other Comprehensive Income/(Loss) for the year attributable to:
Owners of the company ................................................................................................................................................................................................................................... (170.03) (94.79)
Non-controlling interests .................................................................................................................................................................................................................................. (16.96) (16.68)
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(186.99) (111.47)
Total Comprehensive Income/(Loss) for the year attributable to:
Owners of the company ................................................................................................................................................................................................................................... 10,111.47 6,482.53
Non-controlling interests .................................................................................................................................................................................................................................. 1,076.02 659.01
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11,187.49 7,141.54
Earnings per equity share 33
(Face value Rs. 5/- per share) (Rupees)
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Basic ................................................................................................................................................................................................................................................................................ 92.41 59.20

Diluted ........................................................................................................................................................................................................................................................................... 91.96 58.83

Consolidated Statement of Changes in Equity | for the year ended 31st March, 2023
315
(A) Equity Share Capital

Rupees crores
COMPANY
OVERVIEW
Issued, subscribed and paid up:

Balance as at the beginning of the year.............................................................................. 556.06 555.15
Changes in equity share capital due to prior period error....................................... — —
REPORT
BOARD’S
Restated balance.................................................................................................................................. 556.06 555.15

Add: Allotment of shares by M&M ESOP Trust to Employees............................... 0.59 0.91
Add: Shares issued under scheme of arrangement....................................................... 0.17 —
Balance as at the end of the year......................................................................................... 556.82 556.06
(B) Other Equity

AND ANALYSIS
W Rupees crores
Particulars Attributable to owners of the company Non- Total
W Reserves and surplus Items of other comprehensive income Total other controlling
equity interests
Capital Securities Shares Other Retained Debt Equity Effective Foreign
reserve on premium options reserves earnings instrument instrument portion of Cash currency
consolidation
W outstanding through other through other Flow Hedges translation
account comprehensive comprehensive (Refer Note 36 reserve
income income (a) (ii))
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CORPORATE
As at 1st April, 2022...................................... 369.99 2,649.46 223.46 4,632.30 39,174.21 (30.86) (130.01) (37.25) (284.72) 46,566.58 9,702.62 56,269.20
GOVERNANCE
Profit /(loss) for the year............................... — — — — 10,281.50 — — — — 10,281.50 1,092.98 11,374.48

AP
Other comprehensive income /(loss)........... — — — — (86.22) (36.87) (59.48) (66.80) 79.34 (170.03) (16.96) (186.99)
Total comprehensive income /(loss) for
the year.............................................................. — — —
I — 10,195.28
TA (36.87) (59.48) (66.80) 79.34 10,111.47 1,076.02 11,187.49
Dividend paid on equity shares.................... — — — — (1,284.77) — — — — (1,284.77) (237.38) (1,522.15)
Other comprehensive income reclassified
to profit or loss................................................. — — — — — — — (0.44) (24.02) (24.46) — (24.46)
Other comprehensive income /(loss)
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reclassified to Retained earnings................. — — — — 7.48 — (7.48) — — — — —
Transfers from Retained earnings............... — — — 210.76 (210.76) — — — — — — —

On business combinations during the
E.
year.......................................................................
On disposal of subsidiaries during the year. (0.72)
— —
—
—
—
—
(2.23)
—
—
—
—
C —
—
—
—
—
—
—
(2.95)
195.33
(50.73)
195.33
(53.68)
Exercise of employee stock options.............. — 86.42 (78.18) — — — — — — 8.24 — 8.24
ACCOUNTS
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STANDALONE
trust to employees........................................... — (0.30) — — — — — — — (0.30) — (0.30)

On account of employee stock options
lapsed ................................................................... — — (4.04) 4.04 — — — — — — — —
Share-based payment to employees.......... — — 111.57 — — — — — — 111.57 — 111.57
ACCOUNTS
Hyperinflation adjustment............................. — — — — 443.00 — — — — 443.00 — 443.00

CONSOLIDATED
Transactions with non-controlling interest

and changes in group's interest................... — 9.90 7.52 — (136.83) — — — — (119.41) 30.46 (88.95)
As at 31st March, 2023....................................... 369.27 2,745.48 260.33 4,844.87 48,187.61 (67.73) (196.97) (104.49) (229.40) 55,808.97 10,716.32 66,525.29
Remeasurement gain (net) on defined benefit plans, net of deferred tax, aggregating to Rs. 86.22 crores (2022: Rs. 103.97 crores) has been recognised during the year as part of retained earnings.
Consolidated Statement of Changes in Equity | for the year ended 31st March, 2023 (contd.)
(B) Other Equity (contd.)

Rupees crores
Particulars Attributable to owners of the company Non- Total
controlling
Reserves and surplus Items of other comprehensive income Total other
interests
equity
Capital Securities Shares Other Retained Debt Equity Effective Foreign
reserve on premium options reserves earnings instrument instrument portion of Cash currency
consolidation outstanding through other through other Flow Hedges translation
account comprehensive comprehensive (Refer Note 36 reserve
income income (a) (ii))
As at 1st April, 2021.............................................. 369.27 2,535.11 254.88 4,511.42 33,667.96 (30.05) (66.41) (100.76) (114.65) 41,026.77 9,070.31 50,097.08
Profit /(loss) for the year...................................... — — — — 6,577.32 — — — — 6,577.32 675.69 7,253.01
Other comprehensive income /(loss).............
W — — — — 103.97 (0.81) (63.69) 64.88 (199.14) (94.79) (16.68) (111.47)
Total comprehensive income /(loss) for W
the year............................................................................ — — — — 6,681.29 (0.81) (63.69) 64.88 (199.14) 6,482.53 659.01 7,141.54
Dividend paid on equity shares......................... — W — — — (979.17) — — — — (979.17) (57.02) (1,036.19)
Other comprehensive income reclassified
to profit or loss............................................................. — — — — — — — (1.37) 36.78 35.41 — 35.41
Other comprehensive income /(loss)
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reclassified to Retained earnings..................... — — — — (0.09) — 0.09 — — — — —
Transfers from Retained earnings........................ — — — 117.78 (117.78) — — — — — — —
AP
On business combinations during the year..... 0.72 — — I — — — — — — 0.72 39.57 40.29
On disposal of subsidiaries during the year.... — — — — — — — — — — 3.94 3.94
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Exercise of employee stock options................... — 114.80 (114.80) — — — — — — — — —
trust to employees....................................................... — (0.45) — — — — — — — (0.45) — (0.45)
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On account of employee stock options
lapsed................................................................................... — — (3.10) 3.10 — — — — — — — —
Share-based payment to employees.................. — — 86.48 — — — — — — 86.48 — 86.48
E.
Transactions with non-controlling interest
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and changes in group's interest........................ — — — — (78.00) — — — (7.71) (85.71) (13.19) (98.90)
st
As at 31 March, 2022....................................... 369.99 2,649.46 223.46 4,632.30 39,174.21 (30.86) (130.01) (37.25) (284.72) 46,566.58 9,702.62 56,269.20
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316
Consolidated Statement of Changes in Equity | for the year ended 31st March, 2023 (contd.)
(C) Other reserves
Rupees crores
Particulars Capital Capital Reserve Debenture General Reserve Statutory Total
Redemption Redemption Reserve
Reserve Reserve
As at 1st April, 2022............................................................................ 73.69 23.52 76.02 3,146.36 1,312.71 4,632.30

Transfer from retained earnings.......................................................................... — — — — 210.76 210.76
On disposal of subsidiaries during the year................................................ — — (2.23) — — (2.23)
On account of employee stock options lapsed........................................ — — — 4.04 — 4.04
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As at 31st March, 2023...................................................................... 73.69 23.52 73.79 3,150.40 1,523.47 4,844.87
As at 1st April, 2021............................................................................ 73.69 23.52 76.02 3,143.26 1,194.93 4,511.42
Transfer from retained earnings.......................................................................... — — — — 117.78 117.78
On account of employee stock options lapsed........................................ — — — 3.10 — 3.10
As at 31st March, 2022...................................................................... 73.69 23.52 76.02 3,146.36 1,312.71 4,632.30
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(D) Notes
a) The Company has reduced the share capital by Rs. 11.36 crores (2022: Rs. 11.65 crores) and securities premium by Rs. 182.94 crores (2022: Rs. 182.94 crores) for the
E.
2,27,05,304 shares of Rs. 5 each (2022: 2,32,95,651 shares of Rs. 5 each) held by the M&M ESOP Trust pending transfer to the eligible employees.
b) The Company has also reduced the share capital by Rs. 21.12 crores (2022: Rs. 21.12 crores) and retained earnings by Rs. 1,168.20 crores (2022: Rs. 1,168.20 crores) for
4,22,35,214 shares of Rs. 5 each (2022: 4,22,35,214 shares of Rs. 5 each) held by M&M Benefit Trust.
c) The share capital of the Company has also been reduced and the securities premium increased by Rs. 32.47 crores (2022: Rs. 32.77 crores) for 2,27,05,303 bonus shares of
(E) Description of the nature and purpose of reserves

(i) Capital reserve
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Rs. 5 each (2022: 2,32,95,650 bonus shares of Rs. 5 each) issued by the Company to M&M ESOP Trust and for 4,22,35,214 bonus shares of Rs. 5 each (2022: 4,22,35,214 bonus
shares of Rs. 5 each) issued by the Company to M&M Benefit Trust in December, 2017.
Capital reserve represents receipt of Government grants from a package of incentive given by Maharashtra Government for setting up /extension of plants in specified areas.
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(ii) Capital reserve on consolidation
Gain on bargain purchase, i.e., excess of fair value of net assets acquired over the fair value of consideration in a business combination or on acquisition of interest in associate is
recognised as capital reserve on consolidation.
(iii) Securities premium
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Securities premium is used to record the premium on issue of shares. The fair value of employee stock options is recognised in securities premium once the shares have been
allotted on exercise of the options.
AP
(iv) General reserve

The general reserve comprises of transfer of profits from retained earnings for appropriation purposes. The reserve can be distributed /utilised by the Company in accordance with
the Companies Act, 2013.
(v) Retained earnings
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Retained earnings comprises of accumulated balance of profits/(losses) of current and prior years including transfers made to /from other reserves from time to time. The reserve
can be utilised or distributed by the Company in accordance with the provisions of the Companies Act, 2013
(vi) Debenture redemption reserve
Debenture redemption reserve is a statutory reserve (as per Companies Act, 2013) created out of profits of the company available for payment of dividend for the purpose of
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redemption of debentures issued by the Company. On completion of redemption, the reserve is transferred to retained earnings.
(vii) Share option outstanding account
The share option outstanding account represents reserve in respect of equity settled share options granted to the Company’s employees in pursuance of the employee stock
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option plan.
(viii) Statutory reserve
Statutory reserve has been created pursuant to section 45- IC of the RBI Act, 1934 and section 29C of the National Housing Act, 1987.
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(ix) Capital redemption reserve

Capital redemption reserve was created against redemption of preference shares.

Consolidated Cash Flow Statement | for the year ended 31st March, 2023
Rupees crores
2023 2022
A. CASH FLOW FROM OPERATING ACTIVITIES:
Profit Before Exceptional Items, share of profit of associates and joint ventures and tax........................................................... 11,305.27 7,091.81
Adjustments for:
Depreciation, amortisation and impairment expense........................................................................................................................................... 4,356.81 3,507.50
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Loss/(gain) on foreign exchange fluctuation and other adjustments (net).......................................................................................... 59.62 (65.31)
Gain due to change in lease arrangements................................................................................................................................................................ — (15.07)
Dividend on investments and interest income [excluding Rs. 12,152.00 crores (2022: Rs. 10,923.82 crores)
in respect of financial services business]..................................................................................................................................................................... (528.01) (418.38)
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Interest, commitment and finance charges [excluding Rs. 5,079.63 crores (2022: Rs. 4,392.60 crores) in
respect of financial services business]........................................................................................................................................................................... 750.07 625.45
E.
Equity-settled share-based payment expenses........................................................................................................................................................ 139.75 105.25
Net gain on financial instruments measured at fair value............................................................................................................................... (426.73) (355.65)
(Gain)/Loss on property, plant and equipment sold /scrapped /written off (net)............................................................................
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Operating Profit before working capital changes........................................................................................................................................................
(14.89)
4,336.62
15,641.89
39.11
3,422.90
10,514.71
Changes in:
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Trade and other receivables................................................................................................................................................................................................... (2,904.47) (2,044.51)
Financial services receivable.................................................................................................................................................................................................. (18,797.21) (461.61)
Inventories.......................................................................................................................................................................................................................................... (5,251.96) (2,172.99)
I
AP
Trade and other payables and provisions..................................................................................................................................................................... 7,012.60 4,972.37

(19,941.04) 293.26
Cash (used in)/generated from operations........................................................................................................................................................................ (4,299.15) 10,807.97
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Income taxes paid (net of refunds and interest on refunds).............................................................................................................................. (2,774.87) (1,560.42)
Net cash (used in)/from operating activities........................................................................................................................................................... (7,074.02) 9,247.55
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B. CASH FLOW FROM INVESTING ACTIVITIES:
Payment to acquire property, plant & equipment and other intangible assets..................................................................................... (6,304.57) (6,039.80)
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Proceeds from sale of property, plant & equipment and other intangible assets............................................................................... 137.78 119.94
Payment to acquire investments............................................................................................................................................................................................. (50,164.56) (65,421.47)
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Proceeds from sale of investments....................................................................................................................................................................................... 46,269.08 65,127.25

Interest received (excluding financial services business)........................................................................................................................................ 463.67 419.57
Dividends received from joint ventures and associates.......................................................................................................................................... 1,391.01 1,245.78
Proceeds from capital reduction/buy-back of shares by joint venture........................................................................................................ 70.93 55.05
Dividends received from others................................................................................................................................................................................................ 5.68 1.25
Bank deposits placed....................................................................................................................................................................................................................... (12,292.91) (7,468.23)
Bank deposits matured................................................................................................................................................................................................................... 10,755.17 8,813.19
Net change in earmarked and margin accounts with banks............................................................................................................................... 70.89 175.39
Receivables /Inter corporate deposits placed................................................................................................................................................................ (987.00) (818.28)
Consolidated Cash Flow Statement | for the year ended 31st March, 2023 (contd.)
Rupees crores
2023 2022
Inter corporate deposits refunded.......................................................................................................................................................................................... 893.92 266.50
Purchase of investment in joint ventures and associates (including share application money)................................................ (62.05) (222.38)
Purchase consideration paid on acquisition of subsidiaries net of cash acquired................................................................................ (586.58) (41.83)
Consideration received on disposal of subsidiaries..................................................................................................................................................... 740.28 5.72
Consideration received on disposal (including partial sale of investment) of associates and joint ventures................... 1,052.00 556.53
Net cash used in investing activities.............................................................................................................................................................................. (8,547.26) (3,225.82)
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C. CASH FLOW FROM FINANCING ACTIVITIES:
Proceeds from issue of shares to employees by ESOP trust............................................................................................................................. 0.53 0.92
C
Proceeds from borrowings........................................................................................................................................................................................................... 55,622.41 53,879.94
Repayments of borrowings.......................................................................................................................................................................................................... (37,572.29) (56,937.78)
E.
Net change in loans repayable on demand and cash credit................................................................................................................................ 516.71 (285.21)
Proceeds from issue of Compulsorily Convertible Preference Shares.......................................................................................................... 400.00 —
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Repayment of lease liabilities....................................................................................................................................................................................................
Dividends paid........................................................................................................................................................................................................................................
(750.78)
(1,284.75)
(583.23)
(980.44)
Dividend paid to non-controlling interests........................................................................................................................................................................ (237.38) (57.02)
TA
Transactions with non-controlling interest....................................................................................................................................................................... (13.94) (240.28)
Interest, commitment and finance charges paid (excluding financial services business)................................................................ (734.40) (679.50)
Net cash from /(used in) financing activities.......................................................................................................................................................... 15,946.11 (5,882.60)
I
Net increase in cash and cash equivalents............................................................................................................................................................... 324.83 139.13

AP
Cash and cash equivalents at the beginning of the year...................................................................................................................................... 3,487.59 3,374.59
Cash and cash equivalents related to disposal of subsidiaries.......................................................................................................................... (352.87) (13.36)
Unrealised gain /(loss) on foreign currency cash and cash equivalents (net)......................................................................................... 33.86 (12.77)
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Cash and cash equivalents at the end of the year (Refer note 16)................................................................................................... 3,493.41 3,487.59
Notes to the Consolidated Cash Flow Statement for the year ended 31st March, 2023.
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The above Cash Flow Statement has been prepared under the ‘indirect method’ as set out in Ind AS 7 - Statement of Cash Flow.
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Notes to the Consolidated Financial Statements | for the year ended 31st March, 2023
1 General information
Mahindra & Mahindra Limited (‘the Company’) is a limited company incorporated in India. The address of its registered office and principal activities of the
Company are disclosed in the introduction to the Annual Report.
The Ordinary (Equity) shares of the Company are listed on the National Stock Exchange of India Limited (“NSE”) and BSE Limited (“BSE”) in India. The
Global Depository Receipts (GDRs) of the Company are listed on the Luxembourg Stock Exchange and also admitted for trading on International Order
Book (IOB) of London Stock Exchange.
2 Significant Accounting Policies
a) Statement of compliance and basis of preparation and presentation
These consolidated financial statements of Mahindra & Mahindra Limited and its subsidiaries (‘the Group’ or ‘Mahindra Group’) have been prepared
in accordance with Indian Accounting Standards as per the Companies (Indian Accounting Standards) Rules, 2015 as amended and notified under
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Section 133 of the Companies Act, 2013 (the ‘Act’) and other relevant provisions of the Act.
These consolidated financial statements were approved by the Company’s Board of Directors and authorised for issue on 26th May, 2023.
b) Basis of measurement
The consolidated financial statements have been prepared on the historical cost basis except for certain financial instruments that are measured
at fair values.
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c) Basis of consolidation
E.
Subsidiaries
The consolidated financial statements incorporate the financial statements of the Company and its subsidiaries.
Subsidiaries are entities over which the Group has control. Subsidiaries are consolidated on a line-by-line basis from the date the control is
business combinations by the Group. LIN

transferred to the Group. They are deconsolidated from the date that control ceases. The acquisition method of accounting is used to account for
Changes in the Group’s interest in subsidiaries that do not result in a loss of control are accounted as equity transactions. The carrying amount
of the Company’s interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any
difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is
TA
recognised directly in equity and attributed to owners of the Company.
In case of loss of control of a subsidiary, the difference of the aggregate of fair value of consideration received and fair value of retained
interest as compared to the carrying amount of the assets (including any goodwill) and liabilities of the subsidiary and related non-
controlling interest, if any, is recognised as gain or loss in Consolidated statement of profit and loss. Additionally, components of Other
I
Comprehensive Income of Subsidiaries are reclassified to Consolidated statement of profit and loss or transferred directly to retained earnings.
AP
The fair value of any investment retained at the date when control is lost is regarded as the cost on initial recognition of investment in an associate
or jointly controlled entity or as the fair value on initial recognition of investment classified as a financial asset.
Intercompany transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also
eliminated unless the transaction provides evidence of an impairment of the asset transferred. These financial statements are prepared by applying
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uniform accounting policies in use at the Group.

Associates
Associates are the entities over which the Group has significant influence. Investment in associates are accounted for using the equity method of
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accounting, after initially being recognised at cost.

Joint arrangements
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A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have the rights to the net assets of the
arrangement. The results, assets and liabilities of a joint venture are accounted using the equity method of accounting. Where the Group’s activities
are conducted through joint operations (i.e. the parties have rights to the assets and obligation for liabilities relating to the arrangement), the Group
recognises its share of assets, liabilities, income and expenses of such joint operations incurred jointly along with its share of income from the sale
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of output.
d) Measurement of fair values
A number of Group’s accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets and
liabilities. The Group has established policies and procedures with respect to the measurement of fair values.
Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:
— Level 1: Quoted prices (unadjusted) in active markets for identical assets and liabilities.
— Level 2: Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly.
— Level 3: Inputs for the asset or liability that are not based on observable market data (unobservable inputs).
2. Significant Accounting Policies (contd.)

e) Use of estimates and judgments
The preparation of financial statements in conformity with Ind AS requires management to make judgments, estimates and assumptions, that affect
the application of accounting policies and the reported amounts of assets, liabilities, income and expenses at the date of these financial statements
and the reported amounts of revenues and expenses for the years presented. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed at each balance sheet date. Revisions to accounting estimates are recognised in the period in
which the estimate is revised and future periods affected.
Key sources of estimation uncertainty at the date of financial statements, which may cause a material adjustment to the carrying amounts of
assets and liabilities within the next financial year, is in respect of useful lives of property, plant and equipment, other intangible assets, provision
for product warranties, fair value of financial assets /liabilities and impairment of investments and goodwill.
The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within
the next financial year are discussed below:
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i) Useful lives of property, plant and equipment and other intangible assets
The Group reviews the useful lifes of property, plant and equipment and other intangible assets at the end of each reporting period. This re-
assessment may result in change in depreciation and amortisation expense in future periods.
ii) Provision for product warranties
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The Group recognises provision for warranties in respect of the products that it sells. Provisions are discounted, where necessary, to its present
value based on the best estimate required to settle the obligation at the balance sheet date. These are reviewed at each balance sheet date
and adjusted to reflect the current best estimates.
E.
iii) Fair value of financial assets and liabilities and investments
The Group measures certain financial assets and liabilities on fair value basis at each balance sheet date or at the time they are assessed
iv) Impairment of tangible and intangible assets including goodwill

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for impairment. Fair value measurement that are based on significant unobservable inputs (Level 3) requires estimates of operating margin,
discount rate, future growth rate, terminal values, etc. based on management’s best estimate about future developments.
The Group estimates the value in use of the cash generating unit (CGU) based on the future cash flows after considering current economic
conditions and trends, estimated future operating results and growth rate and anticipated future economic and regulatory conditions. The
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estimated cash flows are developed using internal forecasts. The discount rate used for the CGUs represent the weighted average cost of
capital based on historical market returns of comparable companies.
v) Impairment of financial services receivable
The measurement of impairment losses on loan assets and commitments, requires judgement, in estimating the amount and timing of future
I
cash flows and recoverability of collateral values while determining the impairment losses and assessing a significant increase in credit risk.
AP
The financial services business Expected Credit Loss (ECL) calculation is the output of a complex model with a number of underlying
assumptions regarding the choice of variable inputs and their interdependencies. Elements of the ECL model that are considered in accounting
judgements and estimates include:
— The financial services business criteria for assessing if there has been a significant increase in credit risk
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— The segmentation of financial assets when their ECL is assessed on a collective basis
— Development of ECL model, including the various formulae and the choice of inputs
— Selection of forward-looking macroeconomic scenarios and their probability weights, to derive the economic inputs into the ECL model
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— Management overlay used in circumstances where management judges that the existing inputs, assumptions and model techniques do
not capture all the risk factors relevant to the lending portfolios.
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f) Property, plant and equipment

Property, plant and equipment are stated at cost of acquisition or construction less accumulated depreciation and accumulated impairment, if any.
Cost includes financing cost relating to borrowed funds attributable to the construction or acquisition of qualifying tangible assets upto the date
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the assets are ready for use.

Depreciation is provided on straight-line basis for property, plant and equipment so as to expense the depreciable amount, i.e. the cost less
estimated residual value, over its estimated useful lives. The estimated useful lives and residual values are reviewed annually and the effect of any
changes in estimate is accounted for on a prospective basis.
When an asset is scrapped or otherwise disposed off, the cost and related accumulated depreciation are removed from the books of account and
resultant profit or loss, if any, is reflected in profit or loss.

The management’s estimate of useful lives are in accordance with Schedule II to the Companies Act, 2013, other than the following asset classes,
based on the Group’s expected usage pattern supported by technical assessment:
Asset Class Useful lives

(i) Plant and equipment 2-25 years
(ii) Buildings, including roads 3-60 years
(iii) Vehicles 2-10 years
g) Goodwill and Intangible Assets

Goodwill is initially recognised as the excess of consideration paid and acquirer’s interest in the net fair value of the identifiable net assets of
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acquired business. Subsequent to initial measurement, goodwill is measured at cost less accumulated impairment, if any. Goodwill is allocated to
the cash-generating unit which is expected to benefit from the business combination.
Intangible assets are initially recognised at cost except those acquired in a business combination.
Subsequent to initial recognition, intangible assets with definite useful lives are amortised on a straight line basis so as to reflect the pattern in
which the asset’s economic benefits are consumed.
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Intangible assets under development
The Group expenses costs incurred during research phase to profit or loss in the year in which they are incurred. Development phase expenses
E.
are initially recognised as intangible assets under development until the development phase is complete, upon which the amount is capitalised as
intangible asset.
Intangible assets acquired under business combination
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Intangible assets acquired in a business combination and recognised separately from goodwill are initially recognised at their fair value on the
acquisition date (which is regarded as their cost).
Subsequent to initial recognition, intangible assets acquired in a business combination are reported at cost less accumulated amortisation and
accumulated impairment losses, on the same basis as intangible assets that are acquired separately.
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Other intangible assets
Technical Knowhow
The expenditure incurred is amortised over the estimated period of benefit, commencing with the year of purchase of the technology.
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Development Expenditure
AP
The expenditure incurred on technical services and other project/product related expenses are amortised over the estimated period of benefit, not
exceeding 60 months.
Brand license fee
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The expenditure incurred is amortised over the period of relevant licence fee or the estimated period of benefit, whichever is lower.
Software Expenditure
The expenditure incurred is amortised over 36 months commencing from the year in which the expenditure is incurred.
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Others
The expenditure incurred is amortised over the estimated period of benefit.
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The amortisation period for intangible assets with finite useful lives are reviewed annually and changes in expected useful lives are treated as
changes in estimates.
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h) Impairment of Assets
At the end of each reporting period, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is
any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount, which is the higher of the
value in use or fair value less cost to sell, of the asset or cash-generating unit, as the case may be, is estimated and impairment loss (if any) is
recognised and the carrying amount is reduced to its recoverable amount.
When an impairment loss subsequently reverses, the carrying amount of the asset or a cash-generating unit is increased to the revised estimate
of its recoverable amount, so that the increased carrying amount does not exceed the carrying amount that would have been determined had no
impairment loss been recognised for the asset (or cash-generating unit) earlier.
Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment at least annually, and
whenever there is an indication that the asset may be impaired.

i) Inventories
Inventories comprise cost of purchase, conversion and other costs incurred in bringing the inventories to their present location and condition.
Raw materials and bought out components are valued at the lower of cost or net realisable value. Cost is determined on the basis of the weighted
average method.
Finished goods produced, stock in trade, manufactured components and work-in-progress are carried at cost or net realisable value whichever
is lower.
Stores, spares and tools other than obsolete and slow moving items are carried at cost. Obsolete and slow moving items are valued at cost or
estimated net realisable value, whichever is lower.
j) Foreign exchange transactions and translation
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The functional currency of the Company and its Indian subsidiaries is Indian Rupees whereas the functional currency of foreign subsidiaries is the
currency of the primary economic environment in which the entity operates.
Transactions in foreign currencies are recognised at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting
period, monetary items denominated in foreign currencies are translated at the functional currency using exchange rates prevailing at that date.
Non-monetary items carried at fair value that are denominated in foreign currencies are measured at the rates prevailing at the date when the
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fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated. Exchange
differences on monetary items are recognised in profit or loss in the period in which they arise except for exchange differences on transactions
E.
entered into in order to hedge certain foreign currency risks (refer policy on Derivative Financial Instruments and Hedge Accounting).
For the purposes of presenting these consolidated financial statements, the assets and liabilities of the Group’s foreign operations are translated
into Indian Rupees using exchange rates prevailing at the end of each reporting period. Income and expense items are translated at the average
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exchange rates for the period, unless exchange rates fluctuate significantly during that period, in which case the exchange rates at the dates of the
transactions are used. Exchange differences arising, if any, are recognised in other comprehensive income and accumulated in equity (and attributed
to non-controlling interests as appropriate).
On the disposal of a foreign operation (i.e. a disposal of the Group’s entire interest in a foreign operation, a disposal involving loss of control over
a subsidiary that includes a foreign operation, or a partial disposal of an interest in a joint arrangement or an associate that includes a foreign
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operation of which the retained interest becomes a financial asset), the exchange differences accumulated in equity in respect of that operation
attributable to the owners of the Company are reclassified to profit or loss.
In addition, in relation to a partial disposal of a subsidiary that includes a foreign operation that does not result in the Group losing control over
the subsidiary, the proportionate share of accumulated exchange differences are re-attributed to non-controlling interests and are not recognised in
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profit or loss. For all other partial disposal (i.e. partial disposals of associates or joint arrangements that do not result in the Group losing significant
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influence or joint control), the proportionate share of the accumulated exchange differences is reclassified to profit or loss.
k) Financial Instruments
Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the instruments.
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Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue
of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or
deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable
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to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss. A trade
receivable without a significant financing component is initially measured at the transaction price.
Classification and subsequent measurement
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Financial assets
All regular way purchases or sales of financial assets are recognised and derecognised on a trade date basis. Regular way purchases or sales are
purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the marketplace.
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All recognised financial assets are subsequently measured at either amortised cost or fair value depending on their respective classification.
On initial recognition, a financial asset is classified as measured at -
— Amortised cost; or
— Fair Value through Other Comprehensive Income (FVTOCI) - debt investment; or
— Fair Value through Other Comprehensive Income (FVTOCI) - equity investment; or
— Fair Value through Profit or Loss (FVTPL)
The classification of debt instrument as amortised cost or FVTOCI is based on the business model and cash flow characteristics of such instrument.
Financial assets are not reclassified subsequent to their initial recognition, except if the Group changes its business model for managing financial
assets.
All financial asset not classified as measured at amortised cost or FVTOCI are measured at FVTPL. This includes all derivative financial assets unless
designated as effective hedge instruments which are accounted as per hedge accounting requirements discussed below.

Financial assets at amortised cost are subsequently measured at amortised cost using effective interest method. The amortised cost is reduced
by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognised in profit or loss. Any gain and loss on
derecognition is recognised in profit or loss.
The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest income over the relevant
period. The effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees paid or received that form an
integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the debt instrument,
or, where appropriate, a shorter period, to the net carrying amount on initial recognition.
Debt investment at FVTOCI are subsequently measured at fair value. Interest income under effective interest method, foreign exchange gains
and losses and impairment are recognised in profit or loss. Other net gains and losses are recognised in OCI. On derecognition, gains and losses
accumulated in OCI are reclassified to profit or loss.
For equity investments, the Group makes an election on an instrument-by-instrument basis to designate equity investments as measured at FVTOCI.
OM
These elected investments are measured at fair value with gains and losses arising from changes in fair value recognised in other comprehensive
income and accumulated in the reserves. The cumulative gain or loss is not reclassified to profit or loss on disposal of the investments. These equity
investments are not held for trading. Dividend income received on such equity investments are recognised in profit or loss.
Equity investments that are not designated as measured at Cost or FVTOCI are designated as measured at FVTPL and subsequent changes in fair
value are recognised in profit or loss.
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Financial liabilities and equity instruments
Debt and equity instruments issued by the Group are classified as either financial liabilities or as equity in accordance with the substance of the
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contractual arrangements and the definitions of a financial liability and an equity instrument.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity
Financial liabilities LIN

instruments issued by the Group is recognised at the proceeds received, net of directly attributable transaction costs.
Financial liabilities are classified as measured at amortised cost or FVTPL. A financial liability is classified as at FVTPL if it is classified as held-for-
trading or it is a derivative (that does not meet hedge accounting requirements) or it is designated as such on initial recognition. Other financial
liabilities are subsequently measured at amortised cost using the effective interest method. Interest expense and foreign exchange gains and losses
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are recognised in profit or loss. Any gain or loss on derecognition is also recognised in profit or loss.
Compound instruments
An issued financial instrument that comprises of both the liability and equity components are accounted as compound financial instruments. The
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fair value of the liability component is separated from the compound instrument and the residual value is recognised as equity component of other
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financial instrument. The liability component is subsequently measured at amortised cost, whereas the equity component is not remeasured after
initial recognition. The transaction costs related to compound instruments are allocated to the liability and equity components in the proportion
to the allocation of gross proceeds. Transaction costs related to equity component is recognised directly in equity and the cost related to liability
component is included in the carrying amount of the liability component and amortised using effective interest method.
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Derecognition of financial assets

The Group derecognises a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights
to receive the contractual cash flows from financial asset in a manner that substantially all the risks and rewards of ownership of the asset are
transferred to another party. If the Group neither transfers nor retains substantially all of the risks and rewards of ownership and continues to
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control the transferred asset, the Group recognises its retained interest in the asset and an associated liability for the amount it may have to pay.
If the Group enters into transactions whereby it transfers assets recognised on its balance sheet, but retains either all or substantially all of
the risks and rewards of the transferred assets, the transferred assets are not derecognised and the proceeds received are recognised as a
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collateralised borrowing.
Offsetting
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Financial assets and financial liabilities are offset and the net amount presented in the balance sheet when, and only when, the Group currently has
a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realise the asset and settle the liability
simultaneously.
Financial guarantee contracts and loan commitments
A financial guarantee contract is a contract that requires the issuer to make specified payments to reimburse the holder for a loss it incurs because
a specified debtor fails to make payments when due in accordance with the terms of a debt instrument.
Financial guarantee contracts and loan commitments issued by the Group are initially measured at their fair values and, if not designated as at
FVTPL, are subsequently measured at the higher of:
• the amount of loss allowance determined in accordance with impairment requirements of Ind AS 109; and
• the amount initially recognised less, when appropriate, the cumulative amount of income recognised in accordance with the principles of
Ind AS 115.

Derivative financial instruments and hedge accounting
The Group enters into derivative financial instruments, primarily foreign exchange forward contracts and interest rate swaps, to manage its exposure
to foreign exchange and interest rate risks. Derivatives embedded in non-derivative host contracts that are not financial assets within the scope of
Ind AS 109 are treated as separate derivatives when their risks and economic characteristics are not closely related to those of the host contracts
and the host contracts are not measured at FVTPL.
Derivatives are initially recognised at fair value at the date the contracts are entered into and are subsequently remeasured to their fair value at the
end of each reporting period. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective
as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedging relationship and the
nature of the hedged item.
The Group designates certain hedging instruments, which include derivatives in respect of foreign currency risk, as either fair value hedges or cash
flow hedges. Hedges of foreign exchange risk on firm commitments are accounted for as cash flow hedges.
OM
At the inception of the hedge relationship, the Group documents the relationship between the hedging instrument and the hedged item, along with
its risk management objectives and its strategy for undertaking various hedge transactions. Furthermore, at the inception of the hedge and on an
ongoing basis, the Group documents whether the hedging instrument is highly effective in offsetting changes in fair values or cash flows of the
hedged item attributable to the hedged risk.
Changes in fair value of the designated portion of derivatives that qualify as fair value hedges are recognised in profit or loss immediately, together
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with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.
The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised in other
E.
comprehensive income and accumulated under hedging reserve. The gain or loss relating to the ineffective portion is recognised immediately in the
consolidated statement of profit and loss.
Amounts previously recognised in other comprehensive income and accumulated in equity (relating to effective portion as described above) are
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reclassified to profit or loss in the periods when the hedged item affects profit or loss.
Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, or exercised, or when it no longer qualifies for hedge
accounting. Any gain or loss recognised in other comprehensive income and accumulated in equity at that time remains in equity and is recognised
when the forecast transaction is ultimately recognised in the consolidated statement of profit and loss. When a forecast transaction is no longer
expected to occur, the gain or loss accumulated in equity is recognised immediately in the profit or loss.
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Impairment of financial assets
The Group applies the expected credit loss (ECL) model for recognising impairment loss on financial assets. With respect to trade receivables, the
Group measures the loss allowance at an amount equal to lifetime expected credit losses. For all other financial instruments, the Group recognises
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lifetime ECL when there has been a significant increase in credit risk since initial recognition. If, on the other hand, the credit risk on the financial
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instrument has not increased significantly since initial recognition, the Group measures the loss allowance for that financial instrument at an amount
equal to 12 month ECL. The assessment of whether lifetime ECL should be recognised is based on significant increases in the likelihood or risk of
a default occurring since initial recognition. 12 month ECL represents the portion of lifetime ECL that is expected to result from default events on
a financial instrument that are possible within 12 months after the reporting date.
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Loss allowances for financial assets measured at amortised cost are deducted from the gross carrying amount of the assets. For debt securities at
FVTOCI, the loss allowance is recognised in OCI.
The gross carrying amount of a financial asset is written off (either partially or in full) to the extent that there is no realistic prospect of recovery.
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This is generally the case when the Group determines that the debtor does not have assets or sources of income that could generate sufficient cash
flows to repay the amounts subject to the write- off. However, financial assets that are written off could still be subject to enforcement activities
under the Group’s recovery procedures, taking into account legal advice where appropriate. Any recoveries made are recognised in profit or loss.
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l) Revenue Recognition
Sale of Goods or Services
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The Group recognises revenue from sale of goods or services at the amount of transaction price (excluding variable consideration that is
constrained), that is allocated to the performance obligation satisfied. Transaction price is the amount of consideration to which the Group
expects it to be entitled in exchange for transferring goods or services to a customer excluding amounts collected on behalf of third parties. An
amount of consideration can vary because of discounts, rebates, incentives etc. which are explicitly stated in the contract or are as per customary
business practices. The consideration can also vary where the entitlement is contingent on occurrence or non-occurrence of a future event.
The Group includes variable consideration as part of transaction price only to the extent that it is highly probable that a significant reversal in
the amount of cumulative revenue recognised will not occur when the uncertainty associated with the variable consideration is subsequently
resolved. Variable consideration is estimated using the expected value method or the most likely amount depending on which method the
Group expects to better predict the amount of consideration to which it will be entitled and is applied consistently throughout the contract.
Payment terms agreed with a customer are as per business practice and the financing component, if significant, is separated from the transaction
price and accounted as interest income.

Dividend and interest income
Dividend from investments are recognised in profit or loss when the right to receive payment is established.
Interest income from a financial asset is recognised when it is probable that the economic benefits will flow to the Group and the amount of income
can be measured reliably.
Income from financing business
Interest income is recognised in Consolidated Statement of profit and loss using the effective interest method for all financial instruments measured
at amortised cost, debt instruments measured at FVTOCI and debt instruments designated at FVTPL.
If expectations regarding the cash flows on the financial asset are revised for reasons other than credit risk, the adjustment is recorded as a positive
or negative adjustment to the carrying amount of the asset in the balance sheet with an increase or reduction in interest income. The adjustment
is subsequently amortised through interest income in the Consolidated Statement of profit and loss.
OM
When a financial asset becomes credit-impaired, the Group calculates interest income by applying the effective interest rate to the net amortised
cost of the financial asset. If the financial assets cures and is no longer credit-impaired, the Group reverts to calculating interest income on a
gross basis.
Additional interest and interest on trade advances, are recognised when they become measurable and when it is not unreasonable to expect their
ultimate collection.
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Income from bill discounting is recognised over the tenure of the instrument so as to provide a constant periodic rate of return.
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Fee and commission income
Fee based income are recognised when they become measurable and when it is probable to expect their ultimate collection.
Commission and brokerage income earned for the services rendered are recognised as and when they are due.
Long term construction contracts and property development activity
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Some of the Group companies are in the business to develop and sell residential and commercial properties. Revenue from such contracts is
recognised when control over the property has been transferred to the customer. An enforceable right to payment does not arise until the
development of the property is completed. Therefore, revenue is recognised at a point in time when the legal title has passed to the customer and
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the development of the property is completed. The revenue is measured at the transaction price agreed under the contract.
For certain contracts involving the sale of property under development, deferred payment schemes are offered to the customers. The transaction
price is adjusted for the effects of the significant financing component.
Income from Sale of land and other rights
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Revenue from sale of land and other rights are considered upon transfer of all significant risks and rewards of ownership of such real estate/
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property as per the terms of the contract entered into with the buyers, which are generally with the firmity of the sale contracts/agreements.
Income from Project Management
Project management fees receivable on fixed period contracts is accounted over the tenure of the contract/agreement. Where the fee is linked to
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the input costs, revenue is recognised as a proportion of the work completed based on progress claims submitted. Where the management fee is
linked to the revenue generation from the project, revenue is recognised on the percentage of completion basis.
Land Lease Premium
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Land lease premium is recognised as income upon creation of leasehold rights in favour of the lessee or upon an agreement to create leasehold
rights with handing over of possession. Property lease rentals, income from operation & maintenance charges and water charges are recognised on
an accrual basis as per terms of the agreement with the lessees.
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Vacation ownership
Under the vacation ownership, holiday facilities are provided to members for a specified period each year, over a number of years, for which
membership fee is collected either in full upfront, or on a deferred payment basis.
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Revenue from sale of vacation ownership weeks is recognised when related right to use the specific property over the specific week(s) is transferred
to the buyer for a consideration.
Income from sale of vacation ownership weeks in villas is recognised when the outcome of a villa project can be estimated reliably. Project revenue
and contract costs associated with the contract are recognised as revenue and expenses respectively by reference to the percentage of completion
of the project activity at the reporting date.
When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognised as an expense in profit or loss in
the period in which such probability occurs.

Revenue from Membership fees
Revenue from membership fees are recognised over the tenure of membership as the performance obligation is fulfilled. The revenue which will be
recognised in future periods are disclosed under Contract Liability.
Non refundable admission fee is recognised as income on admission of a member.
Entitlement fee, which entitles the members the vacation ownership facilities over the agreed membership period, are recognised as income equally
over the tenure of membership, commencing from the year of admission and disclosed under Contract Liability.
Revenue from Annual subscription fees
Annual subscription fee dues from members are recognised as income on accrual basis and fees pertaining to the period beyond the year end is
disclosed under Contract Liability.
Interest income on deferred payment plans
OM
In case of deferred payment plans wherein significant financing components exists in a contract, interest income or expense is recognised over the
financing period using the Effective Interest Method.
m) Government Grants
The Group, directly or indirectly through a consortium of group companies, is entitled to various incentives from government authorities in respect of
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manufacturing units located in developing regions. The Group accounts for its entitlement as income on accrual basis.
Government grants that are revenue in nature, are recognised in profit or loss on a systematic basis over the periods in which the Group recognises
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as expenses the related costs for which the grants are intended to compensate.
The benefit of a government loan at a below market-rate of interest is treated as government grant and is measured as the difference between
proceeds received and the fair value of the loan based on prevailing market interest rates at the inception of the loan.

n) Employee Benefits
Superannuation Fund, ESIC and Labour Welfare Fund
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The Group’s contribution paid /payable during the year to Superannuation Fund, ESIC and Labour Welfare Fund are recognised in profit or loss.
Provident Fund
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Contributions to Provident Fund are made to Trusts administered by the Group/Regional Provident Fund Commissioners and are charged to profit
or loss as incurred. The Group is liable for the contribution and any shortfall in interest between the amount of interest realised by the investments
and the interest payable to members at the rate declared by the Government of India in respect of the Trust administered by the Group companies.
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Long term Compensated Absences

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The liability towards long term compensated absences are determined by independent actuaries using the projected unit credit method.
Gratuity, post retirement medical benefit and post retirement housing allowance schemes
The liability towards gratuity, post retirement medical benefit and post retirement housing allowance schemes are determined by independent
actuaries, using the projected unit credit method. Past services are recognised at the earlier of the plan amendment/curtailment and the recognition
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of related restructuring costs /termination benefits.

The obligation on long term compensated absences and other defined benefit plan are measured at the present value of estimated future cash
flows using a discount rate that is determined by reference to the market yields at the balance sheet date on government bonds (high quality
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corporate bonds in case of foreign companies) where the currency and terms of the government bonds are consistent with the currency and
estimated terms of the defined benefit obligation.
Remeasurement gains/losses
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Remeasurement of defined benefit plans, comprising of actuarial gains or losses, return on plan assets excluding interest income are recognised
immediately in balance sheet with corresponding debit or credit to other comprehensive income. Remeasurements are not reclassified to profit or
loss in subsequent period.
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Remeasurement gains or losses on long term compensated absences that are classified as other long term benefits are recognised in profit or loss.
Share based payments
Equity-settled share-based payments to employees are measured at the fair value of the equity instruments at the grant date. The fair value
determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the
Group’s estimate of equity instruments that will eventually vest, with a corresponding increase in equity.
Share appreciation rights which are cash settled share-based payments are recognised as employee benefit expense over the relevant service
period. The liabilities are remeasured to fair value at each reporting date.

o) Borrowing Costs
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take
a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets
are substantially ready for their intended use or sale. Interest income earned on the temporary investment of specific borrowings pending their
expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation. All other borrowing costs are recognised in profit
or loss in the period in which they are incurred.
p) Income taxes
Current tax
Current tax is determined as the amount of tax payable in respect of taxable income for the year. The Group’s current tax is calculated using tax
rates that have been enacted or substantively enacted by the end of the reporting period.
Deferred tax
OM
Deferred tax assets and liabilities are recognised for the future tax consequences of temporary differences between the carrying values of assets
and liabilities and their respective tax bases. Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the
period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by
the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the
manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
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Deferred tax assets including that on unused tax losses and unused tax credits are recognised to the extent that it is probable that future taxable
income will be available against which the deductible temporary differences could be utilised.
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Deferred tax assets and liabilities are not recognised for:
— the temporary differences arising from the initial recognition (other than in a business combination) of assets and liabilities in a transaction
that affects neither the taxable profit nor the accounting profit,

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— the temporary differences arising from the initial recognition of goodwill,
— Minimum Alternate Tax (MAT) paid in accordance with the tax laws that is not likely to give future economic benefits in the form of adjustment
to future income tax liability, and
— temporary differences related to investments in subsidiaries, associates and joint arrangements to the extent that the Group is able to control
the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future.
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The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable
that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Current and deferred tax for the year
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Current and deferred tax are recognised in profit or loss, except when they relate to items that are recognised in other comprehensive income or
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directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity respectively.
Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the
q) Provisions
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Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group
will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. The amount recognised as a provision
is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks
and uncertainties surrounding the obligation. When provision is measured using the cash flow estimated to settle the present obligation, its carrying
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amount is the present value of these cash flows (when the effect of the time value of money is material).
Provisions for the expected cost of warranty obligations are recognised at the time of sale of the relevant products, at the best estimate of the
expenditure required to settle the Group’s obligation.
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Contingent liabilities acquired in a business combination are initially measured at fair value at the acquisition date. At the end of the subsequent
reporting periods, such contingent liabilities are measured at the higher of the amount that would be recognised in accordance with Ind AS 37 -
Provisions, Contingent Assets and Contingent Liabilities and the amount initially recognised less cumulative amortisation recognised in accordance
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with Ind AS 115 - Revenue from contracts with customers.

r) Leases
At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys
the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the
right to control the use of an identified asset, the Group assesses whether:
— the contract involves the use of an identified asset – this may be specified explicitly or implicitly, and should be physically distinct or
represent substantially all of the capacity of a physically distinct asset. If the lessor has a substantive substitution right, then the asset
is not identified
— the Group has the right to obtain substantially all of the economic benefits from use of the asset throughout the period of use; and

— the Group as a lessee has the right to direct the use of the asset. The Group has this right when it has the decision-making rights that
are most relevant to changing how and for what purpose the asset is used. In rare cases where the decision about how and for what
purpose the asset is used is predetermined, the Group has the right to direct the use of the asset if either:
o the Group as a lessee has the right to operate the asset; or
o the Group as a lessee designed the asset in a way that predetermines how and for what purpose it will be used
The Group as a lessee
The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost,
which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any
initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site
on which it is located, less any lease incentives received.
OM
The right-of-use assets are subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the
useful life of the right-of-use asset or the end of the lease term. In addition, the right-of-use asset is periodically reduced by impairment losses, if
any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at amortised cost at the present value of the lease payments that are not paid at the commencement date,
discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, using the incremental borrowing rate.
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It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Group’s
estimate of the amount expected to be payable under a residual value guarantee, or if the Group changes its assessment of whether it will exercise
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a purchase, extension or termination option.
When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is
recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.
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The Group has elected not to recognise right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months or less
and leases of low-value assets. The Group recognises the lease payments associated with these leases as an expense on a straight-line basis over
the lease term.
The Group as lessor
When the Group acts as a lessor, it determines at lease inception whether each lease is a finance lease or an operating lease.
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Whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee, the contract is classified as a finance
lease. All other leases are classified as operating leases.
When the Group is an intermediate lessor, it accounts for its interests in the head lease and the sublease separately. The sublease is classified as a
finance or operating lease by reference to the right-of-use asset arising from the head lease.
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The Group recognises lease payments received under operating leases as income on a straight- line basis over the lease term as part of ‘other
income’
s) Business combinations
The Group accounts for its business combinations under acquisition method of accounting. The acquiree’s identifiable assets including liabilities
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and contingent liabilities that meet the condition for recognition are recognised at their fair values at the acquisition date. The excess of the sum
of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer’s previously held
equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed
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is recognised as goodwill.
Before recognising capital reserve in respect thereof, the Group determines whether there exists clear evidence of underlying reasons for classifying
the business combination as a bargain purchase. Thereafter, the Group reassesses whether it has correctly identified all of the assets acquired and
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all of the liabilities assumed and recognises any additional asset or liabilities that are identified in that reassessment. The Group then reviews the
procedures used to measure the amounts that Ind AS requires for the purposes of calculating the bargain purchase. If the gain remains after this
reassessment and review, the Group recognises it directly in equity as capital reserve.
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Non-controlling interest is initially measured at fair value or at the proportionate share of the acquiree’s identifiable net assets. The choice of
measurement basis is made on an acquisition by acquisition basis. Subsequent to initial acquisition, the carrying amount of non-controlling interest
is the amount of those interest in initial recognition plus the non-controlling interest’s share of subsequent changes in equity of subsidiaries.
When the consideration transferred by the Group in business combination includes assets or liabilities resulting in a contingent consideration
arrangement, the contingent consideration is measured at its acquisition date fair value and included as a part of the consideration transferred in
a business combination. Changes in the fair value of the contingent consideration that qualify as measurement period adjustments, are adjusted
retrospectively, with corresponding adjustments against goodwill or capital reserve as the case may be.
When a business combination is achieved in stages, the Group’s previously held equity interest in the acquiree is remeasured to its acquisition-date
fair value and the resulting gain or loss, if any, is recognised in profit or loss. Amounts arising from interests in the acquiree prior to the acquisition
date that have previously been recognised in other comprehensive income are reclassified to profit or loss where such treatment would be
appropriate if that interest were disposed off.

If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group
reports provisional amount for the items for which the accounting is incomplete. Those provisional amount are adjusted during the measurement
period (which cannot exceed one year from the acquisition date), or additional assets or liabilities are recognised, to reflect new information
obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amount recognised at that date.
In consolidated financial statements, acquisition of non-controlling interest is accounted as equity transaction. The carrying amount of the Group’s
interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between
the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in
equity and attributed to owners of the Company.
Business Combination under common control are accounted as per Appendix C in Ind AS 103 - Business combinations, at carrying amount of assets
and liabilities acquired and any excess of consideration issued over the net assets acquired is recognised as capital reserve on common control
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t) Acquisition of interest in associate and joint ventures
Acquisition of interest in an associate or a joint venture, is initially recognised at cost. Any excess of the cost of the investment over the Group’s
share of the fair value of the identifiable assets and liabilities of the investee is regarded as goodwill, which is included in the carrying amount of
the investment. Any excess of the Group’s share of the net fair value of the identifiable assets and liabilities over the cost of the investment, after
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reassessment, is recognised in equity as capital reserve in the period in which the investment is acquired.
u) Non-current assets held for sale
E.
Non-current assets or disposal groups are classified as held for sale if its carrying amount will be recovered principally through a sale transaction
rather than through continuing use.
To classify as held for sale, the asset must be available for immediate sale in its present condition, its sale must be highly probable and is marketed

LIN
for sale at a price that is reasonable in relation to its current fair value. The Group must also be committed to the sale, which should be expected
to qualify for recognition as a completed sale within one year from the date of classification.
Non-current assets and disposal groups classified as held for sale are measured at the lower of their carrying value and fair value less costs to sell.
v) Hyperinflationary economies
TA
During the year, the Turkish economy has been designated as hyperinflationary. Accordingly, financial statements of entities whose functional
currency is Turkish Lira have been prepared applying IND AS 29 ‘Financial Reporting in Hyperinflationary Economies’. This primarily includes (i)
restatement of non-monetary assets and liabilities measured at historical cost in the balance sheet and all items of income and expenses in the
statement of profit and loss, using the general price index at the balance sheet date, and (ii) recording gain or loss on net monetary position.
I
AP
3. Recent accounting pronouncements

Ministry of Corporate Affairs (“MCA”) notifies new standard or amendments to the existing standards under Companies (Indian Accounting Standards)
Rules as issued from time to time. On 31st March, 2023, MCA amended the Companies (Indian Accounting Standards) Rules, 2015 by issuing the
Companies (Indian Accounting Standards) Amendment Rules, 2023, applicable from 1st April, 2023, as below:
.C
a) Ind AS 1 - Presentation of Financial Statements

The amendments require companies to disclose their material accounting policies rather than their significant accounting policies. Accounting policy
information, together with other information included in an entity’s financial statements, is material when it can reasonably be expected to influence
W
decisions of primary users of general purpose financial statements. The Group does not expect this amendment to have any significant impact in
its financial statements.
b) Ind AS 8 - Accounting Policies, Changes in Accounting Estimates and Errors
W
The amendments will help entities to distinguish between accounting policies and accounting estimates. The definition of a change in accounting
estimates has been replaced with a definition of accounting estimates. Under the new definition, accounting estimates are “monetary amounts in
financial statements that are subject to measurement uncertainty”. Entities develop accounting estimates if accounting policies require items in
W
financial statements to be measured in a way that involves measurement uncertainty. The Group does not expect this amendment to have any
significant impact in its financial statements.
c) Ind AS 12 - Income Taxes
The amendments clarify how companies account for deferred tax on transactions such as leases and decommissioning obligations. The amendments
narrowed the scope of the recognition exemption in paragraphs 15 and 24 of Ind AS 12 (recognition exemption) so that it no longer applies to
transactions that, on initial recognition, give rise to equal taxable and deductible temporary differences. The Group does not expect this amendment
to have any significant impact in its financial statements.
4. Property, Plant and Equipment 331
a) Owned assets
Rupees crores
Particulars Land Buildings Buildings - Plant and Furniture and Vehicles Aircraft Office Total
Leasehold Equipment Fixtures Equipments
COMPANY
OVERVIEW
COST
Balance as at 1st April, 2021...................................................... 1,117.02 5,670.51 56.81 22,080.34 794.02 811.84 57.22 404.85 30,992.61
Additions/Transfer from capital work-in-progress during
REPORT
BOARD’S
the year.................................................................................................... 117.02 889.46 0.68 4,904.16 104.49 154.25 — 53.71 6,223.77
Additions through business combinations................................. 3.76 — — 53.71 0.95 1.00 — 0.64 60.06
Foreign exchange translation differences.................................. (39.86) (39.95) 0.18 (129.23) (8.00) 0.36 — (0.52) (217.02)
Disposals................................................................................................... (15.76) (22.03) (1.35) (722.87) (45.90) (112.08) — (28.77) (948.76)
Disposal of subsidiaries...................................................................... (13.88) (22.61) — (28.89) (11.98) (1.08) — — (78.44)
AND ANALYSIS
Balance as at 31st March, 2022................................................ 1,168.30 6,475.38 56.32 26,157.22 833.58 854.29 57.22 429.91 36,032.22
Balance as at 1st April, 2022...................................................... 1,168.30 6,475.38 56.32 26,157.22 833.58 854.29 57.22 429.91 36,032.22
Additions /Transfer from capital work-in-progress during
W
the year.................................................................................................... 106.30 328.93 8.81 4,188.32 96.27 305.98 — 61.96 5,096.57
W
Additions through business combinations................................. W142.59 60.99 — 183.37 4.08 1.49 — 3.83 396.35
Foreign exchange translation differences.................................. (1.04) 36.06 1.69 29.45 1.23 (1.18) — 2.03 68.24
Disposals................................................................................................... (23.54) (48.73) (0.37) (282.06) (28.10) (137.36) — (35.72) (555.88)
Disposal of subsidiaries...................................................................... (214.38) (232.67) (0.32) (6,067.33) (3.96) (1.69) — (25.01) (6,545.36)
.C
CORPORATE
Hyperinflation adjustment................................................................ 63.96 60.49 0.81 333.36 11.26 0.26 — — 470.14

GOVERNANCE
Balance as at 31st March, 2023................................................ 1,242.19 6,680.45 66.94 24,542.33 914.36 1,021.79 57.22 437.00 34,962.28
AP
ACCUMULATED DEPRECIATION AND IMPAIRMENT
Balance as at 1st April, 2021.......................................................
Depreciation expense for the year .............................................
88.78
—
I
1,809.44
182.14
TA 24.54
6.08
12,964.07
1,622.12
524.41
68.76
458.40
131.01
43.45
2.63
320.38
39.61
16,233.47
2,052.35
Foreign exchange translation differences.................................. (5.89) (23.20) 0.15 (78.14) (5.37) 0.28 — (0.50) (112.67)
Disposals................................................................................................... — (12.82) (0.10) (687.53) (25.83) (91.21) — (28.56) (846.05)
Disposal of subsidiaries...................................................................... (13.88) (22.61) — (28.89) (11.98) (1.08) — — (78.44)
LIN
Impairment losses recognised #.................................................... 6.96 8.57 — 25.33 0.99 1.07 — 8.03 50.95
Balance as at 31st March, 2022................................................ 75.97 1,941.52 30.67 13,816.96 550.98 498.47 46.08 338.96 17,299.61
Balance as at 1st April, 2022........................................................ 75.97 1,941.52 30.67 13,816.96 550.98 498.47 46.08 338.96 17,299.61
E.
Depreciation expense for the year ............................................. — 207.99 12.11 1,944.23
C 75.84 149.38 2.63 38.54 2,430.72
Foreign exchange translation differences.................................. (0.06) 24.72 0.93 40.25 1.04 (0.91) — 2.00 67.97
Disposals................................................................................................... — (33.99) (0.37) (251.51) (23.04) (108.84) — (25.25) (443.00)
ACCOUNTS
OM
STANDALONE
Disposal of subsidiaries....................................................................... — (223.20) (0.32) (1,306.47) (1.48) (1.31) — (22.78) (1,555.56)

Impairment losses recognised *..................................................... — — — 321.17 0.59 5.51 — 0.46 327.73
Hyperinflation adjustment................................................................ — 28.37 0.20 162.46 5.14 0.22 — — 196.39
Balance as at 31st March, 2023................................................... 75.91 1,945.41 43.22 14,727.09 609.07 542.52 48.71 331.93 18,323.86
ACCOUNTS
NET CARRYING AMOUNT................................................................

CONSOLIDATED
Net carrying amount as at 31st March, 2022......................... 1,092.33 4,533.86 25.65 12,340.26 282.60 355.82 11.14 90.95 18,732.61
Net carrying amount as at 31st March, 2023..................... 1,166.28 4,735.04 23.72 9,815.24 305.29 479.27 8.51 105.07 16,638.42
* Impairment losses are recognised in the consolidated statement of profit and loss as a part of exceptional items.
# Out of impairment losses recognised in the consolidated statement of profit and loss, Rs. 49.48 crores and Rs. 1.47 crores has been recognised in exceptional items and depreciation and
amortisation expense, respectively.
b) Right-of-use assets
Rupees crores
Particulars Land Buildings Plant and Furniture Vehicles Office Total

Equipment and Equipments
Fixtures
COST
Balance as at 1st April, 2021 595.01 2,754.52 305.39 11.17 127.80 13.34 3,807.23
Additions............................................................................................... 167.95 582.76 68.58 — 58.20 3.36 880.85
OM
Acquisitions through business combinations.............. — 2.06 — — — — 2.06
Foreign exchange translation differences..................... 0.19 (22.60) (18.37) — (3.06) 0.17 (43.67)
Deductions.......................................................................................... — (120.38) (9.17) (0.45) (4.28) (1.80) (136.08)
Disposal of subsidiaries.............................................................. — — (20.05) — — — (20.05)
C
Balance as at 31 March, 2022.....................................
st
763.15 3,196.36 326.38 10.72 178.66 15.07 4,490.34
E.
Balance as at 1st April, 2022............................................ 763.15 3,196.36 326.38 10.72 178.66 15.07 4,490.34
Additions............................................................................................... 115.26 988.32 68.94 — 9.19 1.19 1,182.90
Acquisitions through business combinations..............
Foreign exchange translation differences.....................
Deductions..........................................................................................
—
0.66
(4.24)
LIN
61.80
103.51
(219.32)
0.24
0.57
(10.46)
—
—
(0.44)
0.72
(0.13)
(26.65)
0.75
—
(2.34)
62.76
105.36
(263.45)
Disposal of subsidiaries.............................................................. (139.90) (16.46) (0.29) — (3.02) — (159.67)
TA
Balance as at 31st March, 2023..................................... 734.93 4,114.21 385.38 10.28 158.77 14.67 5,418.24
ACCUMULATED DEPRECIATION AND
IMPAIRMENT
I
AP
Balance as at 1st April, 2021............................................ 22.09 689.75 188.51 3.00 46.61 4.76 954.72
Depreciation expense for the year ................................. 19.37 389.13 37.69 1.40 30.86 4.04 482.49
Foreign exchange translation differences..................... 0.05 (5.38) (13.63) — (2.45) 0.11 (21.30)
.C
Deductions.......................................................................................... — (71.61) (3.42) (0.16) (2.92) (1.40) (79.51)

Disposal of subsidiaries.............................................................. — — (20.05) — — — (20.05)
W
Impairment losses recognised *........................................... — — 4.34 — — — 4.34

Balance as at 31st March, 2022..................................... 41.51 1,001.89 193.44 4.24 72.10 7.51 1,320.69
W
Balance as at 1st April, 2022............................................ 41.51 1,001.89 193.44 4.24 72.10 7.51 1,320.69
Depreciation expense for the year ................................. 18.37 472.12 46.70 1.27 33.26 3.00 574.72
W
Foreign exchange translation differences..................... 0.25 34.60 2.48 — (0.07) 0.40 37.66
Deductions.......................................................................................... (3.93) (181.24) (9.45) (0.41) (9.72) (2.34) (207.09)
Disposal of subsidiaries.............................................................. (16.79) (6.77) (0.29) — (1.76) — (25.61)
Impairment losses recognised *........................................... — — — — 4.96 — 4.96
Balance as at 31 March, 2023.....................................
st
39.41 1,320.60 232.88 5.10 98.77 8.57 1,705.33
NET CARRYING AMOUNT
Net carrying amount as at 31st March, 2022........... 721.64 2,194.47 132.94 6.48 106.56 7.56 3,169.65
Net carrying amount as at 31st March, 2023..... 695.52 2,793.61 152.50 5.18 60.00 6.10 3,712.91
Break-up of net carrying amount of property, plant and equipment is as follows:

Rupees crores
a) Owned Assets ........................................................................................................................................................................................................................ 16,638.42 18,732.61
b) Right-of-use assets................................................................................................................................................................................................................. 3,712.91 3,169.65
Total............................................................................................................................................................................................................................................................... 20,351.33 21,902.26
5. Capital Work-in-Progress
OM
Rupees crores
Balance at the beginning of the year.................................................................................................................................................................................... 3,036.10 4,477.64
C
Additions during the year (including interest capitalised)........................................................................................................................................ 2,682.44 4,291.06
E.
Business combinations (net).......................................................................................................................................................................................................... (69.10) (0.39)
Transfer to property, plant and equipment........................................................................................................................................................................ (4,390.23) (5,717.30)
LIN
Foreign exchange translation differences............................................................................................................................................................................
Hyperinflation adjustment..............................................................................................................................................................................................................
1.82
19.01
(2.85)
Impairment losses recognised *.................................................................................................................................................................................................. (57.38) (12.06)

TA
Balance at the end of the year ........................................................................................................................................................................................... 1,222.66 3,036.10
I
AP
Ageing of capital work-in-progress

Rupees crores
Amount in Capital work-in-progress for a period of

.C
Particulars Less than 1-2 years 2-3 years More than Total
1 year 3 years

W
Projects in progress ................................................................................................................................... 927.40 145.63 39.05 110.58 1,222.66

W
Total ..................................................................................................................................................................... 927.40 145.63 39.05 110.58 1,222.66

W
Total ..................................................................................................................................................................... 2,341.53 379.59 248.57 66.41 3,036.10

6. Goodwill
Rupees crores
Additions through business combinations........................................................................................................................................................................... 1,365.62 43.40
Disposal of subsidiaries..................................................................................................................................................................................................................... (42.03) —
Impairment during the year (Refer Note 32)................................................................................................................................................................... (122.13) —
Foreign exchange translation difference.............................................................................................................................................................................. 7.04 (7.90)
OM
Balance at the end of the year............................................................................................................................................................................................. 2,548.90 1,340.40
Segment wise allocation of goodwill

The carrying amount of goodwill has been allocated to segments as below:
C
Rupees crores
E.
Automotive................................................................................................................................................................................................................................................. 31.96 31.96
LIN
Farm equipment.....................................................................................................................................................................................................................................
Financial services..................................................................................................................................................................................................................................
Real estate.................................................................................................................................................................................................................................................
966.38
1.34
66.70
28.18
44.74
103.59
TA
Hospitality.................................................................................................................................................................................................................................................. 117.45 111.28
Others............................................................................................................................................................................................................................................................ 1,365.07 1,020.65
Total............................................................................................................................................................................................................................................................... 2,548.90 1,340.40

I
AP
The Group tests goodwill on an annual basis and whenever there is an indication that the CGU to which the goodwill has been allocated may be impaired.
The goodwill impairment test is performed at the level of the CGU or group of CGUs that benefit from the synergies of the acquisition and which
represents the lowest level at which goodwill is monitored for internal management purposes. The recoverable amount is determined based on higher
of value‐in‐use and fair value less cost of disposal. Where there is no basis for making a reliable estimate of the price at which an orderly transaction
to sell the asset would take place between market participants at the measurement date under current market conditions, the recoverable amount
.C
is determined by value-in-use. In determining the value-in-use, cash flow projections approved by appropriate level of management are considered. In
circumstances where a reliable value-in-use estimate is difficult to make whereas market value of the asset or the CGU or group of CGUs is readily
available, the latter is used for the determination of recoverable amount with appropriate adjustments, where applicable.
W
Apart from the observable market information, significant management estimates and judgments are used to determine the recoverable amounts based
on value-in-use. Key assumptions on which management has based its determination of recoverable amount includes estimated growth rates (including
terminal growth rates), margins and discount rates. Cash flow projections are usually considered for next 3-5 years and represent management’s best
W
estimate about future developments with due consideration for past performance. Cash flows beyond the five‐year period are extrapolated using
terminal growth rates.
W
In certain cases, the performance of the cash generating units were below their expected levels. Accordingly, the Group assessed such cash generating
units for the recoverable amounts based on fair value less cost of disposal and value-in-use estimates. The goodwill impairment had been recognised as
‘Exceptional item’ in the consolidated statement of profit and loss and is attributable to the following operating segments:
(a) ‘Farm Equipment’ segment - Rs. 78.73 crores (2022: Nil). This relates to goodwill allocated to an international subsidiary.
(b) ‘Financial services’ segment - Rs. 43.40 crores (2022: Nil). This relates to goodwill allocated to an international subsidiary.
7. Other Intangible Assets

Rupees crores
Particulars Development Computer Brand License Others Total

Expenditure Software & Trademarks
COST
Balance as at 1st April, 2021..................................................................... 5,513.06 528.24 145.30 366.53 6,553.13
Additions/Transfer from intangibles assets under development
during the year........................................................................................................ 1,207.02 45.44 — 38.44 1,290.90
Acquisitions through business combinations....................................... — 0.54 — — 0.54
Foreign exchange translation differences.............................................. 2.98 (2.35) (0.29) (2.53) (2.19)
OM
Deductions................................................................................................................... (1,142.95) (8.91) — (1.15) (1,153.01)
Disposal of subsidiaries....................................................................................... (19.56) (1.25) — (5.37) (26.18)
Balance as at 31 March, 2022..............................................................
st
5,560.55 561.71 145.01 395.92 6,663.19
C
Additions/Transfer from intangibles assets under development
during the year......................................................................................................... 3,054.82 100.35 — 21.71 3,176.88
E.
Acquisitions through business combinations....................................... 3.44 18.93 21.91 33.06 77.34
Foreign exchange translation differences.............................................. 11.15 10.49 0.88 1.34 23.86
Deductions...................................................................................................................
Disposal of subsidiaries.......................................................................................
Hyperinflation adjustment................................................................................ 5.43
LIN
(573.63)
(153.08)
(19.92)
(34.00)
0.93
—
—
—
(2.60)
(19.58)
15.57
(596.15)
(206.66)
21.93
Balance as at 31 March, 2023..............................................................
st
7,908.68 638.49 167.80 445.42 9,160.39
TA
ACCUMULATED AMORTISATION AND IMPAIRMENT
Amortisation expense for the year .......................................................... 865.57 66.63 5.93 29.69 967.82
I
AP
Foreign exchange translation differences.............................................. 2.95 (2.33) (0.20) (1.02) (0.60)

Deductions................................................................................................................... (1,142.95) (8.91) — (1.15) (1,153.01)
Impairment losses recognised #................................................................... 6.60 2.73 — — 9.33
.C
Balance as at 31st March, 2022.............................................................. 3,202.61 459.11 35.50 190.14 3,887.36

Balance as at 1 April, 2022 st
3,202.61 459.11 35.50 190.14 3,887.36
W
Amortisation expense for the year .......................................................... 1,197.62 81.37 6.95 37.32 1,323.26
Foreign exchange translation differences.............................................. 10.92 8.90 0.68 1.03 21.53
W
Deductions................................................................................................................... (573.63) (19.42) — (0.80) (593.85)

W
Impairment losses recognised *.................................................................... 459.56 0.45 — — 460.01

Hyperinflation adjustment................................................................................ — 0.32 — 1.46 1.78
Balance as at 31st March, 2023.............................................................. 4,144.36 512.81 43.13 220.34 4,920.64
NET CARRYING AMOUNT
Net carrying amount as at 31st March, 2022.................................... 2,357.94 102.60 109.51 205.78 2,775.83
Net carrying amount as at 31 March, 2023.............................
st
3,764.32 125.68 124.67 225.08 4,239.75
#O
ut of impairment losses recognised in the consolidated statement of profit and loss, Rs. 9.01 crores and Rs. 0.32 crores has been recognised in
exceptional items and depreciation and amortisation expense, respectively.
Note:
Others include technical knowhow, customer relationships, etc.
8. Intangible assets under development

Rupees crores
Additions during the year (including interest capitalised)........................................................................................................................................ 2,303.29 1,523.55
Business combinations (net).......................................................................................................................................................................................................... (18.84) —
Transfer to intangible assets........................................................................................................................................................................................................ (3,054.82) (1,207.02)
Foreign exchange translation differences............................................................................................................................................................................ 0.81 7.11
OM
Impairment losses recognised *.................................................................................................................................................................................................. (151.23) (51.90)
Balance at the end of the year ........................................................................................................................................................................................... 2,745.92 3,666.71
*O
ut of impairment losses recognised in the consolidated statement of profit and loss, Rs. 123.12 crores (2022: Rs. 48.86 crores) and Rs. 28.11 crores
C
(2022: Rs. 3.05 crores) has been recognised in exceptional items and depreciation and amortisation expense, respectively.
E.
Ageing of intangible assets under development
Rupees crores
Particulars LIN Amount in Intangibles assets under development for a period of

Less than
1 year
1-2 years 2-3 years More than
3 years
Total

Projects in progress...................................................................................................................................... 1,242.31 817.50 221.27 464.84 2,745.92
TA
Total........................................................................................................................................................................ 1,242.31 817.50 221.27 464.84 2,745.92
Projects in progress...................................................................................................................................... 1,377.76 670.84 859.57 758.54 3,666.71
I
Total........................................................................................................................................................................ 1,377.76 670.84 859.57 758.54 3,666.71

AP
9. Investments
A. Non-Current Investments
a) Measured as per equity accounting method
.C
Rupees crores
Quoted
W
Investments in Equity Instruments

— of Associates*.................................................................................................................................................................................................................................................. 9,665.18 9,837.34
W
Total............................................................................................................................................................................................................................................................................ 9,665.18 9,837.34

Unquoted
Investments in Equity Instruments
W
— of Associates*.................................................................................................................................................................................................................................................. 1,536.87 1,427.85

— of Joint ventures*........................................................................................................................................................................................................................................ 3,178.52 1,884.51
Total............................................................................................................................................................................................................................................................................ 4,715.39 3,312.36
Investments measured as per equity accounting method.......................................................................................................................................... 14,380.57 13,149.70
* Refer note 40.
b) Measured as per other than equity accounting method

Rupees crores
Particulars Amortised Cost FVTOCI FVTPL Total
2023 2022 2023 2022 2023 2022 2023 2022
Quoted
Investments in non-convertible
debentures/bonds ..................................................... 25.97 26.10 351.43 262.04 — — 377.40 288.14
Investments in government securities......... 1,223.95 1,270.68 4,326.21 4,070.25 — — 5,550.16 5,340.93
Investments in equity instruments $............ — — 206.58 219.44 172.20 0.24 378.78 219.68
1,249.92 1,296.78 4,884.22 4,551.73 172.20 0.24 6,306.34 5,848.75
OM
Unquoted
Investments in Preference Shares
— of Joint ventures *................................................ 110.90 — — — 3.43 8.95 114.33 8.95
— of Other entities.................................................... — 0.03 — — — — — 0.03
C
Investments in Debentures/Bonds
— of Joint ventures *................................................ — — — — 65.56 61.18 65.56 61.18
E.
— of Other entities.................................................... 2.88 10.56 1.59 — — — 4.47 10.56
Investments in Alternate Investment
Fund...................................................................................... — — — — 26.24 24.75 26.24 24.75
Investments in Equity Instruments.................
Total.................................................................................... 1,363.70
—
113.78
—
10.59
1,307.37
LIN
31.28
32.87
4,917.09
86.70
86.70
4,638.43
77.71
172.94
345.14
19.93
114.81
115.05
108.99
319.59
6,625.93
106.63
212.10
6,060.85
Rupees crores
TA
Other Disclosures: 2023 2022
Aggregate amount of quoted investments (Gross)..................................................................................................................................... 15,971.52 15,686.09
Market Value of quoted Investments..................................................................................................................................................................... 36,369.28 46,117.60
I
Aggregate amount of unquoted investments (Gross).............................................................................................................................. 5,034.98 3,524.46

AP
* Refer note 40.

$ Investments in equity instruments measured at FVTPL includes investment in SsangYong Motor Company renamed as “KG Mobility”, which resumed
trading on a stock exchange outside India post 31st March, 2023.
.C
B. Current Investments
Rupees crores
Particulars Amortised Cost FVTOCI FVTPL Total

W
2023 2022 2023 2022 2023 2022 2023 2022
Quoted
W
Investments in Debentures /Bonds........................... — — 24.85 31.09 100.53 — 125.38 31.09

Investments in Equity Instruments............................ — — * * — — * *
W
Investments in Government Securities................... 50.56 41.38 570.36 420.70 — — 620.92 462.08

Investments in Mutual Funds........................................ — — — — 8,672.23 9,041.67 8,672.23 9,041.67
50.56 41.38 595.21 451.79 8,772.76 9,041.67 9,418.53 9,534.84
Unquoted
Investments in Certificate of Deposits.................... 119.56 165.35 2,004.43 852.20 1,973.02 — 4,097.01 1,017.55
Investments in Corporate Fixed Deposits................. 344.10 297.49 — — — — 344.10 297.49
Investments in Commercial paper.............................. — — 312.16 — 94.12 — 406.28 —
463.66 462.84 2,316.59 852.20 2,067.14 — 4,847.39 1,315.04
Total................................................................................................ 514.22 504.22 2,911.80 1,303.99 10,839.90 9,041.67 14,265.92 10,849.88
Rupees crores
Other disclosures: 2023 2022
Aggregate amount of quoted investments.................................................................................................................................................................... 9,418.53 9,534.84
Market value of quoted investments................................................................................................................................................................................. 9,418.74 9,535.50
Aggregate amount of unquoted investments............................................................................................................................................................. 4,847.39 1,315.04
10. Trade Receivables
OM
Rupees crores
Particulars Non Current Current
2023 2022 2023 2022
C
Secured, considered good.............................................................................................................................. 4.61 4.15 45.63 42.04
Unsecured, considered good........................................................................................................................ 277.99 305.28 6,982.39 6,322.21
E.
Credit impaired...................................................................................................................................................... 10.59 8.72 348.50 410.43
Less: Loss allowance......................................................................................................................................... LIN 293.19
10.59
318.15
8.72
7,376.52
348.50
6,774.68
400.73
Total............................................................................................................................................................................. 282.60 309.43 7,028.02 6,373.95

TA
Refer Note 36 for disclosures related to credit risk, impairment of trade receivables under expected credit loss model and related disclosures.
Ageing of trade receivables

Rupees crores
I
Particulars 2023
AP
Outstanding for following periods from due date of payments

Not Due Total
Less than 6 months - 1-2 years 2-3 years More than
.C
Undisputed trade receivables — considered good.................. 3,129.58 3,385.90 216.53 181.66 104.90 291.24 7,309.81
W
Undisputed trade receivables — credit impaired ................... 10.97 8.36 31.68 38.53 44.28 112.49 246.31
Disputed trade receivables — considered good ..................... — 0.14 0.04 0.25 0.14 0.24 0.81
W
Disputed trade receivables — credit impaired ......................... 0.29 1.14 3.11 13.92 14.76 79.56 112.78
3,140.84 3,395.54 251.36 234.36 164.08 483.53 7,669.71

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Less: Loss allowance .................................................................................... (359.09)
Total Trade Receivables .................................................................... 7,310.62

10. Trade Receivables (contd.)
Rupees crores
Particulars 2022

Not Due Total
Less than 6 months - 1-2 years 2-3 years More than
Undisputed trade receivables — considered good.................. 2,852.33 2,795.86 333.77 263.15 117.92 310.18 6,673.21
Undisputed trade receivables — credit impaired ................... 10.46 21.79 57.68 89.84 28.92 103.21 311.90
OM
Disputed trade receivables — considered good ..................... — 0.17 0.07 0.13 0.06 0.04 0.47
Disputed trade receivables — credit impaired.......................... — 4.32 19.03 23.23 13.08 47.59 107.25
2,862.79 2,822.14 410.55 376.35 159.98 461.02 7,092.83
C
Less: Loss allowance ................................................................................ (409.45)
E.
Total Trade Receivables .................................................................... 6,683.38
11. Loans
Particulars
LIN Non Current Current
Rupees crores
2023 2022 2023 2022

TA
a) Loans to related parties
— Unsecured, considered good...................................................................................................... 150.34 0.81 592.56 100.89
— Credit impaired.................................................................................................................................... 6.00 11.00 — —
I
156.34 11.81 592.56 100.89

AP
Less: Loss allowance ......................................................................................................................... 6.00 11.00 — —

Total (a) ...................................................................................................................................................... 150.34 0.81 592.56 100.89
b) Other Loans
.C
— Secured, considered good............................................................................................................ — — 0.06 0.06

— Unsecured, considered good...................................................................................................... 48.18 155.55 211.39 114.99
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— Credit impaired.................................................................................................................................... 0.07 247.98 7.80 9.96

48.25 403.53 219.25 125.01
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Less: Loss allowance ........................................................................................................................... 0.07 186.44 7.80 9.96

Total (b) ...................................................................................................................................................... 48.18 217.09 211.45 115.05
c) Financial Services receivable #
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— Secured, considered good............................................................................................................ 50,133.14 33,547.87 24,875.47 18,833.56

— Unsecured, considered good...................................................................................................... 340.54 144.21 4,201.66 3,056.21
— Significant increase in credit risk........................................................................................... 2,933.05 6,047.13 3,119.61 5,260.93
— Credit impaired.................................................................................................................................... 1,382.24 1,669.47 3,118.61 4,179.81
54,788.97 41,408.68 35,315.35 31,330.51
Less: Loss allowance............................................................................................................................. 2,214.74 2,777.18 1,434.55 2,304.19
Total (c) ...................................................................................................................................................... 52,574.23 38,631.50 33,880.80 29,026.32
Total (a)+(b)+(c)...................................................................................................................................... 52,772.75 38,849.40 34,684.81 29,242.26
#R
efer Note 36 for disclosures related to credit risk, impairment of financial services receivables under expected credit loss model and related
disclosures.
12. Other Financial Assets

Rupees crores
2023 2022 2023 2022
Financial assets at amortised cost

Bank deposits.......................................................................................................................................................... 1,988.32 605.69 — —
Balances with banks on margin accounts.......................................................................................... 13.20 101.74 — —
Security deposit .................................................................................................................................................. 246.77 216.78 66.87 62.36
Interest accrued on investment, other loans................................................................................... 9.74 — 436.03 419.95
OM
Government grant receivable...................................................................................................................... 1,044.09 754.61 442.42 391.76
Corporate Fixed Deposit.................................................................................................................................. — 100.00 — —
Others........................................................................................................................................................................... 23.65 401.82 985.45 788.93
Financial Assets at Fair value
C
Foreign currency forwards and options, Interest rate swaps & commodity
derivatives ............................................................................................................................................................. — 4.47 20.93 265.59
E.
Derivatives on interest over Subsidiaries and joint ventures............................................... 28.20 21.54 — 70.36
Total.............................................................................................................................................................................. 3,353.97 2,206.65 1,951.70 1,998.95
13. Current Tax and Deferred Tax
a) Income Tax recognised in profit or loss

LIN
Rupees crores
TA
Current Tax
In respect of current year.................................................................................................................................................................................................... 3,022.74 1,860.35

I
AP
In respect of prior years........................................................................................................................................................................................................ (217.25) 12.32
Unrecognised tax losses of previous year used to reduce current tax expense ....................................................................... (63.45) (4.57)
.C
Total Current Tax ................................................................................................................................................................................................................ 2,742.04 1,868.10
Deferred Tax
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In respect of current year origination and reversal of temporary differences............................................................................... (68.61) 215.04
Effect of utilisation/(recognition) of deferred tax on capital losses....................................................................................................... (41.70) 14.23

W
Write down/reversal of Deferred tax assets............................................................................................................................................................ — 16.31
In respect of prior years........................................................................................................................................................................................................ 54.02 (4.92)

W
Total Deferred Tax ................................................................................................................................................................................................................ (56.29) 240.66
Total Income Tax expense............................................................................................................................................................................................... 2,685.75 2,108.76

13. Current Tax and Deferred Tax (contd.)
b) Income tax recognised in Other Comprehensive Income

Rupees crores
Deferred Tax related to items recognised in other comprehensive income:
Effective portion of gains / (losses) on designated portion of hedging instruments in a cash flow hedge............... (1.85) (1.61)
Net change in fair value of investments in debt instruments at FVTOCI.......................................................................................... 23.31 0.30
Net change in fair value of investments in equity shares at FVTOCI................................................................................................... 0.37 (0.30)
OM
Remeasurement of defined benefit plans................................................................................................................................................................. 37.68 (35.92)
Exchange differences in translating the financial statements of foreign operations — Associates................................. (14.30) (11.76)
Total Deferred Tax.................................................................................................................................................................................................................. 45.21 (49.29)
C
Current Tax related to items recognised in other comprehensive income:
Net change in fair value of investments in equity shares at FVTOCI................................................................................................... (2.52) —
E.
Total Current Tax..................................................................................................................................................................................................................... (2.52) —
Total Income Tax expense............................................................................................................................................................................................... 42.69 (49.29)
Classification of income tax recognised in other comprehensive income:
Income taxes related to items that will not be reclassified to profit or loss..................................................................................
LIN 35.53 (36.22)
Income taxes related to items that will be reclassified to profit or loss............................................................................................ 7.16 (13.07)
TA
Total..................................................................................................................................................................................................................................................... 42.69 (49.29)
c) The reconciliation of estimated income tax expense at tax rate to income tax expense reported in profit or loss is as follows:
Rupees crores
I
AP

Profit Before Tax.................................................................................................................................................................................................................... 14,060.23 9,361.77
Applicable Income Tax rate................................................................................................................................................................................................ 25.168% 25.168%
.C
Expected Income Tax expense........................................................................................................................................................................................ 3,538.68 2,356.17

Tax effect of adjustments to reconcile expected income tax expense to reported income tax expense:
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Effect of different tax rates in local and foreign tax jurisdictions........................................................................................................ (26.14) (51.70)
Effect of income exempt from tax/non-taxable on compliance of conditions............................................................................. (801.17) (454.69)
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Effect of income chargable at specified tax rates .......................................................................................................................................... (255.67) (142.06)

Effect of expenses/provisions that is non-deductible in determining taxable profit................................................................ 281.32 109.66
Unrecognised tax losses of previous year used to reduce current tax expense........................................................................ (63.45) (4.57)
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Effect of unused tax losses & tax offsets for which no deferred tax asset has been recognised................................ 253.53 265.44
Effect of (recognition)/utilisation of deferred tax on capital losses (net)........................................................................................ (41.70) 14.23
Write down/reversal of Deferred tax assets.......................................................................................................................................................... — 16.31
Effect of net additional /(reversal) of provision in respect of prior years ..................................................................................... (163.23) 7.40
Others................................................................................................................................................................................................................................................ (36.42) (7.43)
Income tax expense recognised in consolidated statement of profit and loss.................................................................... 2,685.75 2,108.76
d) Amounts on which deferred tax asset has not been created and related expiry period
Deferred tax assets have not been recognised in respect of following items, because it is not probable that future taxable profit will be available
against which the Group can use the benefit therefrom.
Rupees crores
Deductible Temporary differences (no expiry date)......................................................................................................................................... 594.09 895.84
Unused tax losses (revenue in nature)...................................................................................................................................................................... 4,499.28 6,922.80
Unused tax losses (capital in nature)......................................................................................................................................................................... 3,173.04 2.72
OM
Unused tax credits................................................................................................................................................................................................................... — 15.08
Total................................................................................................................................................................................................................................................... 8,266.41 7,836.44
e) Unused Tax losses — Revenue in nature
C
Rupees crores
E.
Expiry period
Up to Five Years......................................................................................................................................................................................................................... 683.36 735.69
LIN
More than Five Years..............................................................................................................................................................................................................
No Expiry Date............................................................................................................................................................................................................................
580.76
3,235.16
496.49
5,690.62
Total................................................................................................................................................................................................................................................... 4,499.28 6,922.80

TA
f) Unused Tax losses — Capital in nature

Rupees crores
I

AP
Expiry period
Up to five years.......................................................................................................................................................................................................................... 14.52 2.72

.C
More than Five Years.............................................................................................................................................................................................................. 3,158.52 —
Total................................................................................................................................................................................................................................................... 3,173.04 2.72

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g) Unused tax credits

Rupees crores
W

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Expiry period
More than five years............................................................................................................................................................................................................... — 15.08
Total................................................................................................................................................................................................................................................... — 15.08
h) Aggregate amount of temporary differences associated with investment in subsidiaries, associates and joint ventures for which deferred
tax liability has not been recognised:
Rupees crores
Undistributed earnings.......................................................................................................................................................................................................... 20,111.13 17,085.84
Movement in deferred tax balances

Year ended 31st March, 2023 Rupees crores
OM
Particulars Opening Recognised Recognised Recognised Recognised Foreign Closing
Balance in Profit or in OCI in Equity in Business exchange Balance
Loss combination/ translation
Disposal of differences
subsidiaries
C
Tax effect of items resulting in taxable
temporary differences
E.
Fiscal allowances on property, plant and equipment
and intangible assets................................................................... 2,633.47 (0.91) — — (593.24) (4.12) 2,035.20
Undistributed profit of associate......................................... 67.65 15.88 16.29 (11.11) — — 88.71
Others..................................................................................................... 113.70
2,814.82
(2.44)
12.53
LIN 2.89
19.18 (11.11)
— 9.88
(583.36)
(0.30)
(4.42)
123.73
2,247.64
Tax effect of items resulting in deductible
TA
Provision for employee benefits.......................................... 274.36 34.05 40.41 — (2.86) 2.93 348.89
Allowances for expected credit loss................................ 1,282.85 (279.58) 23.95 — (37.02) 0.59 990.79
I
Carried forward tax losses...................................................... 635.52 122.45 — — (478.78) 2.24 281.43

AP
MAT credit ........................................................................................... 41.69 4.04 — — (44.28) — 1.45

Unrealised gain on inter-company transactions
(net).......................................................................................................... 93.56 106.59 — — (46.57) — 153.58
.C
Others..................................................................................................... 425.05 81.27 0.03 — (25.15) (2.88) 478.32

2,753.03 68.82 64.39 — (634.66) 2.88 2,254.46
Net Deferred Tax Asset/(Liabilities)................................... (61.79) 56.29 45.21 11.11 (51.30) 7.30 6.82
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Year ended 31st March, 2022 Rupees crores
Particulars Opening Recognised Recognised Recognised Recognised Foreign Closing

Balance in Profit or in OCI in Equity in Business exchange Balance
Loss combination/ translation
Disposal of differences
subsidiaries
Tax effect of items resulting in taxable
Fiscal allowances on property, plant and equipment
and intangible assets................................................................ 2,233.76 412.97 — — (2.72) (10.54) 2,633.47
OM
Undistributed profit of associates................................... 30.72 24.30 12.63 — — — 67.65
Others.................................................................................................. 106.78 3.29 0.28 — — 3.35 113.70
2,371.26 440.56 12.91 — (2.72) (7.19) 2,814.82
Tax effect of items resulting in deductible
C
Provision for employee benefits....................................... 328.08 (16.54) (35.92) — — (1.26) 274.36
E.
Allowances for expected credit loss............................. 1,256.35 26.44 — — — 0.06 1,282.85
Carry forward tax losses....................................................... 436.58 199.89 — — — (0.95) 635.52
MAT credit
Unrealised gain on inter-company transactions
(net)......................................................................................................
Others..................................................................................................
32.34
122.92
418.15
9.35
(29.36)
10.12
LIN —
—
(0.46)
—
—
—
—
—
—
—
—
(2.76)
41.69
93.56
425.05
2,594.42 199.90 (36.38) — — (4.91) 2,753.03
TA
Net Deferred Tax Asset/(Liabilities)................................ 223.16 (240.66) (49.29) — 2.72 2.28 (61.79)
Balances of Deferred Tax Assets /Deferred Tax Liabilities are presented in Balance sheet as below:
Rupees crores
I

AP
Deferred Tax Assets (net)................................................................................................................................................................................................................. 1,615.46 1,724.31

Deferred Tax Liabilities (net)........................................................................................................................................................................................................... 1,608.64 1,786.10
Net Deferred Tax Asset/(Liabilities) ......................................................................................................................................................................................... 6.82 (61.79)
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14. Other Assets (Non—Financial)

Rupees crores
W

2023 2022 2023 2022
W
Capital Advances................................................................................................................................................... 1,304.09 980.89 — —

Balances with government authorities (other than current taxes)................................. 226.14 205.30 3,232.59 2,434.44
Contract Assets ................................................................................................................................................... 6.99 4.38 170.83 149.85
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Deferred Acquisition Cost ............................................................................................................................ 709.88 670.36 57.39 53.06

Others ........................................................................................................................................................................ 376.51 477.99 1,749.18 1,332.18
Total ........................................................................................................................................................................... 2,623.61 2,338.92 5,209.99 3,969.53
Others include advances to suppliers, prepaid expenses.
14. Other Assets (Non-Financial) (contd.)
Significant changes in Contract assets during the year are as follows:—

Rupees crores
Reclassification of opening balances of contract assets to trade receivables........................................................................................... 44.74 92.21

Adjustments due to contract modification........................................................................................................................................................................... 0.48 0.84
In addition to the contract balances disclosed above, the group has also recognised a deferred acquisition cost in relation to some of the long—term
contracts.
Rupees crores
OM
Assets recognised from cost incurred to fulfil a contract ...................................................................................................................................... 767.27 723.42
Amortisation expenses recognised as cost of providing services during the year ............................................................................... 54.71 51.21
C
15. Inventories
Rupees crores
E.
Raw materials and bought—out components

[includes in-transit Rs. 881.12 crores (2022: Rs. 641.01 crores)].................................................................................................................... 7,292.16 4,491.90
Work-in-progress-property development activity and long term contracts..................................................................................................

LIN
Work-in-progress...................................................................................................................................................................................................................................... 463.55
2,210.09
277.02
1,879.21
Finished goods produced................................................................................................................................................................................................................... 4,684.94 3,268.45

TA
Stock-in-trade [includes in-transit Rs. 4.90 crores (2022: Rs. 3.93 crores)]............................................................................................... 1,335.56 1,110.29
Manufactured components............................................................................................................................................................................................................... 494.55 290.16

I
Stores and spares ................................................................................................................................................................................................................................. 279.93 181.20

AP
Loose tools.................................................................................................................................................................................................................................................. 81.40 84.03
Food, beverages, smokes and operating supplies............................................................................................................................................................. 12.79 13.56

.C
Total................................................................................................................................................................................................................................................................. 16,854.97 11,595.82
(a) The cost of inventories recognised as an expense during the year was Rs. 83,424.50 crores (2022: Rs. 58,327.89 crores)
(b) The cost of inventories recognised as an expense include Rs. 201.51 crores (2022: Rs. 95.57 crores) in respect of write-down of inventories to net
W
realisable value, and has been reduced by Rs. 98.68 crores (2022: Rs. 64.14 crores) in respect of the reversal of such write downs.
(c) Certain companies in the Group have availed working capital facilities and other non-fund based facilities viz. bank guarantees and letters of credit,
W
which are secured by hypothecation of inventories.

(d) Mode of valuation of inventories is stated in Note 2 (i).
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16. Cash and Cash Equivalents and Bank Balances

Rupees crores
a) Cash and Cash Equivalents

Balances with banks
– On current accounts............................................................................................................................................................................................................. 1,909.44 2,031.57
– On saving accounts................................................................................................................................................................................................................ 0.03 0.03
– Fixed deposits with original maturity of less than 3 months................................................................................................................. 1,390.57 1,290.58
Cheques, drafts on hand......................................................................................................................................................................................................... 145.43 107.43
OM
Cash on hand................................................................................................................................................................................................................................. 47.94 57.98
Total..................................................................................................................................................................................................................................................... 3,493.41 3,487.59
C
b) Bank balances other than Cash and Cash Equivalents
Earmarked balances with banks....................................................................................................................................................................................... 44.24 31.76
E.
Balances with banks on margin accounts................................................................................................................................................................. 22.35 32.09
Fixed deposits................................................................................................................................................................................................................................ 7,713.43 7,566.17
17. Equity Share Capital

LIN
Total..................................................................................................................................................................................................................................................... 7,780.02 7,630.02
Rupees crores
TA
Authorised:
22,31,30,00,000 (2022: 18,10,00,00,000) Ordinary (equity) Shares of Rs. 5 each......................................................................... 11,156.50 9,050.00
I
AP
25,00,000 (2022: 25,00,000) Unclassified Shares of Rs. 100 each............................................................................................................. 25.00 25.00
150,00,00,000 (2022: 150,00,00,000) Preference Shares of Rs. 10 each............................................................................................. 1,500.00 1,500.00
12,681.50 10,575.00
.C
Issued, Subscribed and Paid-up:

1,24,35,28,831 (2022: 1,24,31,92,544) Ordinary (Equity) Shares of Rs. 5 each fully paid up.................................................... 621.77 621.60
Less:
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4,54,10,607 (2022: 4,65,91,301) Ordinary (Equity) Shares of Rs. 5 each fully paid up issued to M&M ESOP trust
but not yet allotted to employees.............................................................................................................................................................................................. 22.71 23.30
W
Less:
8,44,70,428 (2022: 8,44,70,428) Ordinary (Equity) Shares of Rs. 5 each fully paid up issued to
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M&M benefit trust................................................................................................................................................................................................................................... 42.24 42.24

Adjusted Issued, Subscribed and Paid-up........................................................................................................................................................................ 556.82 556.06
17. Equity Share Capital (contd.)
(a) Reconciliation of number of ordinary (equity) shares and amount outstanding:
No. Rupees No. Rupees

of Shares Crores of Shares Crores
Issued, Subscribed and Paid-up:

At the beginning of the year............................................................................................ 1,24,31,92,544 621.60 1,24,31,92,544 621.60
Add:
OM
Shares issued under scheme of arrangement........................................................... 3,36,287 0.17 — —
1,24,35,28,831 621.77 1,24,31,92,544 621.60
Less:
C
Shares issued to M&M ESOP Trust but not allotted to Employees............ 4,54,10,607 22.71 4,65,91,301 23.30
Shares issued to M&M Benefit Trust................................................................................ 8,44,70,428 42.24 8,44,70,428 42.24
E.
Adjusted Issued, Subscribed and Paid-up Share Capital.......................... 1,11,36,47,796 556.82 1,11,21,30,815 556.06
(b) The Ordinary (Equity) Shares of the Company rank pari-passu in all respects including voting rights and entitlement to dividend.
(c) Details of Ordinary (Equity) Shares held by shareholders holding more than 5% of the aggregate shares in the Company’s Issued, Subscribed and
Paid-up:
LIN
Name of the Shareholder 2023 2022
TA
No. % No. %
of Shares Shareholding of Shares Shareholding
Prudential Management & Services Private Limited..................................................... 14,15,21,940 11.38 14,15,21,940 11.38
I
AP
M&M Benefit Trust................................................................................................................................. 8,44,70,428 6.79 8,44,70,428 6.79
Life Insurance Corporation of India............................................................................................ 6,21,30,470 5.00 8,55,54,624 6.88

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17. Equity share capital (contd.)
(d) Details of Ordinary (Equity) Shares held by promoters in the Company’s Paid-up Share Capital:
Name of the Promotors 2023 2022
No. % % Change No. % % Change

of Shares Shareholding during the of Shares Shareholding during the
year year
Promoters:
Anand Mahindra..................................................... 14,30,008 0.12% — 14,30,008 0.12% —
Keshub Mahindra.................................................. 8,84,592 0.07% — 8,84,592 0.07% —
OM
Sub Total (A).......................................................... 23,14,600 0.19% 23,14,600 0.19%
Promoter Group:
C
Anjali K Mahindra.................................................. 2,04,438 0.02% 0.00% 2,12,208 0.02% 0.00%
Anuradha Mahindra............................................. 4,57,090 0.04% — 4,57,090 0.04% —
E.
Dhruv S Sharma.................................................... 30,000 0.00% — 30,000 0.00% —
Deveshwar Jagat Sharma............................... 30,000 0.00% — 30,000 0.00% —
Gautam P Khandelwal......................................
Leena S Labroo......................................................
Nisheeta Labroo....................................................
4,600
12,51,884
1,60,500
0.00%
0.10%
0.01%
LIN —
—
—
4,600
12,51,884
1,60,500
0.00%
0.10%
0.01% 0.00%
—
—
Aneesha Labroo..................................................... 1,60,000 0.01% — 1,60,000 0.01% —

TA
Radhika Nath........................................................... 93,616 0.01% — 93,616 0.01% —
Sanjay Labroo......................................................... 2,89,440 0.02% 0.01% 1,45,440 0.01% —
I
Sudha Keshub Mahindra.................................. 14,52,032 0.12% — 14,52,032 0.12% —

AP
Uma R Malhotra.................................................... 10,09,604 0.08% — 10,09,604 0.08% —

Yuthica Keshub Mahindra............................... 6,44,744 0.05% 0.01% 7,16,744 0.06% 0.00%
Kema Services International Private
.C
Limited.......................................................................... 7,34,832 0.06% — 7,34,832 0.06% —

Prudential Management and Services
Private Limited......................................................... 14,15,21,940 11.38% — 14,15,21,940 11.38% —
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M&M Benefit Trust.............................................. 8,44,70,428 6.79% — 8,44,70,428 6.79% —

Sub Total (B)......................................................... 23,25,15,148 18.68% 23,24,50,918 18.69%
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Total (A+B)............................................................... 23,48,29,748 18.87% 23,47,65,518 18.88%
(e) For the period of preceding five years as on the balance sheet date, Issued, Subscribed and Paid-up Share Capital includes:
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i) Aggregate of 8,40,175 (2022: 5,03,888) Ordinary (Equity) Shares of Rs. 5 each allotted as fully paid-up pursuant to Schemes of Arrangement
without payment having been received in cash.
ii) Aggregate of 62,15,96,272 (2022: 62,15,96,272) Ordinary (Equity) Shares allotted as fully paid-up by way of bonus shares.
18. Details of proposed dividend
Proposed Dividend per equity share (Rs.) ........................................................................................................................................................................... 16.25 11.55

19. Borrowings
A. Long Term Borrowings
Rupees crores
Debentures & Bonds................................................................................................................................................................................................................... 15,802.27 13,875.13
Term Loan
(i) From Banks........................................................................................................................................................................................................................... 27,155.80 19,050.97
(ii) From other parties.......................................................................................................................................................................................................... 109.85 154.95
43,067.92 33,081.05
OM
Debentures & Bonds................................................................................................................................................................................................................... 6,981.02 9,382.81
Term Loan
(i) From banks........................................................................................................................................................................................................................... 945.06 1,969.24
C
(ii) From other parties.......................................................................................................................................................................................................... 150.01 —
E.
Deposits............................................................................................................................................................................................................................................... 3,564.76 3,557.35
Other loans........................................................................................................................................................................................................................................ 263.91 379.90
Loan from related parties....................................................................................................................................................................................................... 54.71 254.71
LIN
Total.......................................................................................................................................................................................................................................................
11,959.47
55,027.39
15,544.01
48,625.06
Other loans primarily comprise of deferred sales tax loans which are interest free and repayable in five equal installments after ten years from the
year of availment of respective loan.
TA
The borrowings carry varying rates of interest upto 9.55% p.a. and have maturities starting from 2023 and ending with 2063.
B. Short Term Borrowings

Rupees crores
I

AP

Other loans........................................................................................................................................................................................................................................ 21.27 875.52
Loans repayable on demand
.C
– From banks and cash credit account.......................................................................................................................................................................... 445.70 488.26

Term loan from banks................................................................................................................................................................................................................ 2,616.31 953.57
W
3,083.28 2,317.35

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Deposits............................................................................................................................................................................................................................................... 792.62 1,350.68

Other loans........................................................................................................................................................................................................................................ 214.71 229.88
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Loans repayable on demand

– From Banks and Cash credit account......................................................................................................................................................................... 643.44 215.22
Loan from related parties....................................................................................................................................................................................................... 22.77 18.45
Commercial Papers...................................................................................................................................................................................................................... 3,936.00 993.03
Term Loan from Banks.............................................................................................................................................................................................................. 379.36 245.00
5,988.90 3,052.26
Current maturities of long-term debt............................................................................................................................................................................ 24,667.44 20,672.51

Total .................................................................................................................................................................................................................................................... 33,739.62 26,042.12
Secured borrowings are secured by a pari-passu charge on immovable properties of certain entities in the Group both present and future, subject to
certain exclusions and are also secured by pari-passu charge on the movable properties of certain entities including inventories, movable machinery,
machinery spares, tools and accessories, both present and future, subject to certain exclusions.
19. Borrowings (contd.)

Reconciliation of movement in borrowings and lease liabilities to cash flow from financing activities
Rupees crores
Opening balance
– Long term borrowings........................................................................................................................................................................................................... 48,625.06 52,778.37
– Non Current lease liabilities............................................................................................................................................................................................... 2,432.55 2,128.19
– Short term borrowings.......................................................................................................................................................................................................... 26,042.12 25,180.00
– Current lease liabilities.......................................................................................................................................................................................................... 505.48 538.27
OM
– Unclaimed matured deposits............................................................................................................................................................................................ 11.31 5.52
Total Opening Balance.......................................................................................................................................................................................................... 77,616.52 80,630.35
Cash flow movements
– Proceeds from borrowings................................................................................................................................................................................................. 55,622.41 53,879.94
C
– Repayment of borrowings................................................................................................................................................................................................... (37,572.29) (56,937.78)
E.
– Net increase in Loans repayable on demand and cash credit ................................................................................................................ 516.71 (285.21)
– Repayment of lease liabilities ........................................................................................................................................................................................ (750.78) (583.23)
Non-cash movements LIN

– Addition to lease liabilities during the year .........................................................................................................................................................
17,816.05
1,078.77
(3,926.28)
779.94
– On account of acquisition /(disposal) of subsidiaries (net) ....................................................................................................................... (4,620.31) 101.44
TA
– Forward contract adjustments........................................................................................................................................................................................ — 71.75
– Other adjustments................................................................................................................................................................................................................... 155.09 124.69
I
– Effect of amortisation of loan origination costs and foreign exchange translation................................................................. 205.61 (165.37)
AP
(3,180.84) 912.45
Closing Balance
.C
– Non Current lease liabilities............................................................................................................................................................................................... 2,882.50 2,432.55

– Short Term Borrowings......................................................................................................................................................................................................... 33,739.62 26,042.12
W
– Current lease liabilities.......................................................................................................................................................................................................... 597.34 505.48

W
Total Closing Balance............................................................................................................................................................................................................. 92,251.73 77,616.52
20. Trade Payables

W
Rupees crores
2023 2022 2023 2022
Acceptances............................................................................................................................................................ — — 1,336.47 1,570.69
Trade payable — Micro and small enterprises................................................................................ — — 363.63 195.51
Trade payable — Other than micro and small enterprises.................................................... 0.04 1.55 22,135.56 17,270.35
Total............................................................................................................................................................................. 0.04 1.55 23,835.66 19,036.55
20. Trade Payables (contd.)
Ageing of trade payables

Rupees crores
Particulars 2023
Not Due Less than 1-2 years 2-3 years More than Total
1 year 3 years
Trade payable
MSME ..................................................................................... 270.50 91.64 0.58 0.09 0.82 363.63
Others ................................................................................... 12,250.46 5,751.78 128.97 50.28 77.62 18,259.11
OM
Disputed dues — Others .......................................... — 0.22 — 0.04 1.06 1.32
12,520.96 5,843.64 129.55 50.41 79.50 18,624.06
Accrued Expenses ........................................................ 5,211.64
Net trade payables ................................................... 12,520.96 5,843.64 129.55 50.41 79.50 23,835.70
C
Rupees crores
E.
Particulars 2022
Trade payable
Not Due Less than
1 year
LIN
1-2 years 2-3 years More than
3 years
Total
MSME ..................................................................................... 131.99 59.68 0.16 0.33 0.41 192.57

TA
Others ................................................................................... 10,103.97 4,414.61 206.40 83.82 99.84 14,908.64
Disputed dues — MSME ............................................ 0.95 — — — 1.59 2.54
Disputed dues — Others .......................................... 0.04 0.92 0.86 2.48 1.11 5.41
10,236.95 4,475.21 207.42 86.63 102.95 15,109.16
I
AP
Accrued Expenses ........................................................ 3,928.94

Net trade payables ................................................... 10,236.95 4,475.21 207.42 86.63 102.95 19,038.10
21. Other Financial Liabilities

Rupees crores
.C

2023 2022 2023 2022
W
Carried at Amortised Cost

Unclaimed dividends #..................................................................................................................................... — — 17.18 17.16
W
Unclaimed matured deposits and interest accrued thereon................................................ — — 4.88 11.31

Interest accrued................................................................................................................................................... 220.91 337.29 1,857.12 1,892.91
W
Others.......................................................................................................................................................................... 525.40 554.36 2,198.00 2,385.02
Carried at Fair value

Foreign currency forwards and options, Interest rate swaps & commodity
derivatives .............................................................................................................................................................. 131.34 143.53 141.37 93.63
Derivatives on interest over joint ventures...................................................................................... — — — 22.22
Gross obligation to acquire non-controlling interest 92.80 370.86 206.39 —
Compulsorily convertible Preference shares *................................................................................ 400.00 — — —
Total............................................................................................................................................................................. 1,370.45 1,406.04 4,424.94 4,422.25
# There are no amounts due and outstanding to be credited to the Investor Education and Protection Fund.
* Refer Note 38
22. Provisions
Rupees crores
2023 2022 2023 2022
Provision for employee benefits................................................................................................................. 1,193.29 1,021.88 395.53 336.91
Provision for warranties................................................................................................................................... 575.38 441.44 548.89 423.55
Provision for service coupons...................................................................................................................... 27.76 29.80 112.31 81.54
Provision for others............................................................................................................................................. 19.52 4.87 132.75 126.19
OM
Total............................................................................................................................................................................... 1,815.95 1,497.99 1,189.48 968.19
Provision for warranty relates to provision made in respect of sale of certain products, the estimated cost of which is accrued at the time of sale.
The products are generally covered under a free warranty period ranging from 6 months to 8 years.
C
The movement in provision for warranty and service coupon is as follows:
Rupees crores
E.
Particulars Provision for warranty Provision for service coupons
2023 2022 2023 2022
Opening Balance...................................................................................................................................................
Additional net provisions recognised during the year...............................................................

LIN 864.99
770.42
803.01
455.06
111.34
151.98
99.24
117.24
Amounts utilised during the year............................................................................................................. (454.20) (409.42) (127.22) (108.24)

TA
Unwinding of discount...................................................................................................................................... 26.54 24.33 3.97 3.10
Disposal of subsidiaries.................................................................................................................................... (81.73) (1.62) — —

I
Foreign exchange translation differences........................................................................................... (1.75) (6.37) — —

AP
Closing Balance.................................................................................................................................................. 1,124.27 864.99 140.07 111.34
23. Other Non-Financial Liabilities

.C
Rupees crores

W
2023 2022 2023 2022
Statutory dues (other than income taxes)......................................................................................... — — 2,935.73 2,206.89

W
Contract Liabilities................................................................................................................................................ 5,525.28 5,249.92 2,748.64 2,322.62

Others............................................................................................................................................................................ — — 492.01 392.21
W
Total............................................................................................................................................................................... 5,525.28 5,249.92 6,176.38 4,921.72
Contract liabilities represents deferred revenue and advance received from customers.
Significant changes in Contract liabilities during the year are as follows:—
Rupees crores
Recognition of revenue arising from contract liabilities............................................................................................................................................. 1,845.09 1,444.04

24. Revenue from Operations

Revenue from operations comprises of:
Rupees crores

(a) From contract with customers (as defined under Ind AS 115)
Sale of products.......................................................................................................................................................................................................................... 96,454.75 69,084.62
Sale of services............................................................................................................................................................................................................................ 9,819.95 8,032.54
Income from long term contracts.................................................................................................................................................................................. 613.68 399.46
Other operating revenue....................................................................................................................................................................................................... 1,051.85 816.61
1,07,940.23 78,333.23
(b) From financial services
Interest income of financial services business...................................................................................................................................................... 12,152.00 10,923.82
OM
12,152.00 10,923.82
(c) Others
Government grant and incentives.................................................................................................................................................................................. 837.84 517.06
Other operating revenue....................................................................................................................................................................................................... 338.48 396.46
1,176.32 913.52
C
Total (a + b + c)...................................................................................................................................................................................................................................... 1,21,268.55 90,170.57
E.
The Group undertakes periodic revalidations in the estimate of variable consideration on account of various economic factors. The amount of revenue
recognised from performance obligations satisfied (or partially satisfied) in previous periods is aggregating to Rs. 145.01 crores (2022: Rs. 166.28 crores).
The following table includes revenue expected to be recognised in the future related to performance obligations that are unsatisfied (or partially
unsatisfied) at the reporting date:
Particulars
Rupees crores
LIN 2023 2022
Time Band
TA
Less than 1 year...................................................................................................................................................................................................................................... 2,071.81 2,253.92
Greater than 1 year but less than 5 years.......................................................................................................................................................................... 5,900.98 4,663.57
Greater than 5 years............................................................................................................................................................................................................................ 3,048.00 2,990.27
Total................................................................................................................................................................................................................................................................. 11,020.79 9,907.76
I
The Group applies the practical expedient of Ind AS 115 and does not disclose information about remaining performance obligations that have original
AP
expected duration of one year or less. Revenue disclosed above does not include estimated amount of variable consideration that are constrained.
Reconciliation of revenue recognised in the consolidated statement of profit and loss with contracted price
Rupees crores
.C

Revenue from contract with customer as per the contract price 1,11,330.48 80,262.69
W
Adjustments made to contract price

– Trade discounts, volume rebates, return etc........................................................................................................................................................... (5,044.87) (3,162.81)
– Deferrment of revenue.......................................................................................................................................................................................................... (190.47) (210.69)
W
– Recognition of revenue out of opening balance of contract liabilities............................................................................................... 1,845.09 1,444.04

Revenue from contract with customer as per the consolidated statement of profit and loss...................................... 1,07,940.23 78,333.23
Revenue disaggregation as per nature of products and geography has been included in segment information. (Refer note 42).
W
25. Other Income

Rupees crores

Interest Income
– On financial assets carried at amortised cost................................................................................................................................................................ 433.39 412.38
– On financial assets carried at FVTOCI.................................................................................................................................................................................. 88.88 4.11
Dividend income
– Mutual funds........................................................................................................................................................................................................................................... 5.74 1.89
Net gains/(losses) on financial instruments......................................................................................................................................................................... 426.73 355.65
Other non-operating income (net of directly attributable expenses)............................................................................................................... 251.75 160.48
Total................................................................................................................................................................................................................................................................. 1,206.49 934.51
26. Cost of Materials Consumed

Rupees crores

Opening inventory.................................................................................................................................................................................................................................. 4,491.90 3,357.03
Add: Purchases.......................................................................................................................................................................................................................................... 71,175.69 47,523.54
75,667.59 50,880.57
Adjustment on account of business combination/(disposal) of subsidiary (net)........................................................................................ 19.47 (20.06)
Hyperinflation adjustment................................................................................................................................................................................................................ 45.78 —
75,732.84 50,860.51
OM
Less: Closing Inventory........................................................................................................................................................................................................................ 7,292.16 4,491.90
Foreign currency translation difference.................................................................................................................................................................................. 37.29 (103.13)
Total................................................................................................................................................................................................................................................................. 68,477.97 46,265.48
C
27. Changes in inventories of finished goods, work-in-progress and stock-in-trade
Rupees crores
E.
Inventories at the beginning of the year
LIN
Finished goods produced...................................................................................................................................................................................................................
Work-in-progress......................................................................................................................................................................................................................................
3,268.45
277.02
2,717.90
360.17
Stock-in-trade............................................................................................................................................................................................................................................. 1,110.29 935.93
TA
4,945.92 4,162.95
Less: Inventories on business combination/(disposal) of subsidiaries (net)
I
Finished goods produced................................................................................................................................................................................................................... (55.84) (10.77)

AP
Work-in-progress...................................................................................................................................................................................................................................... 26.27 (13.16)

Stock-in-trade............................................................................................................................................................................................................................................. (6.97) (2.99)
Manufactured components............................................................................................................................................................................................................... 16.15 —
.C
(20.39) (26.92)
Less: Hyperinflation adjustment
W
Finished goods produced................................................................................................................................................................................................................... 24.44 —

Work-in-progress...................................................................................................................................................................................................................................... 17.49 —
41.93 —
W
Less: Inventories at the end of the year

Finished goods produced................................................................................................................................................................................................................... 4,684.94 3,268.45
W
Work-in-progress...................................................................................................................................................................................................................................... 463.55 277.02

Stock-in-trade............................................................................................................................................................................................................................................. 1,335.56 1,110.29
6,978.60 4,945.92
Foreign currency translation difference.................................................................................................................................................................................. (21.17) (51.77)
Net (increase)/decrease in inventories.............................................................................................................................................................................. (2,032.31) (861.66)
28. Employee Benefits Expense

Rupees crores

Salaries and wages, including bonus......................................................................................................................................................................................... 8,412.38 7,277.66
Contribution to provident and other funds.......................................................................................................................................................................... 581.26 517.48
Share based payment expenses................................................................................................................................................................................................... 146.08 108.42
Staff welfare expenses........................................................................................................................................................................................................................ 538.23 483.18
Total................................................................................................................................................................................................................................................................. 9,677.95 8,386.74
OM
29. Finance Cost
Rupees crores

Interest expense on financial liabilities at amortised cost........................................................................................................................................ 5,514.75 4,755.55
C
Interest on lease liabilities................................................................................................................................................................................................................ 184.74 159.05
Other borrowing cost........................................................................................................................................................................................................................... 130.21 103.45
E.
Total................................................................................................................................................................................................................................................................. 5,829.70 5,018.05
Out of the above, finance cost related to:
–
–
LIN
Financial services business..................................................................................................................................................................................................
Others.................................................................................................................................................................................................................................................
5,079.63
750.07
4,392.60
625.45
Total................................................................................................................................................................................................................................................................. 5,829.70 5,018.05
TA
Other borrowing cost mainly includes discounting charges and unwinding of discount on financial liabilities other than lease liability.
30. Depreciation, Amortisation and Impairment Expense

Rupees crores
I
AP

Depreciation of property, plant and equipment................................................................................................................................................................ 2,430.72 2,052.35
Depreciation of right-of-use assets............................................................................................................................................................................................ 574.72 482.49
.C
Amortisation of intangible assets................................................................................................................................................................................................ 1,323.26 967.82

Impairment of property, plant & equipment, intangible and intangible under development............................................................ 28.11 4.84
W
Total................................................................................................................................................................................................................................................................. 4,356.81 3,507.50

W
W
31. Other Expenses

Rupees crores

Stores consumed..................................................................................................................................................................................................................................... 579.51 273.86
Tools consumed........................................................................................................................................................................................................................................ 78.54 57.09
Power & fuel............................................................................................................................................................................................................................................... 830.48 541.27
Rent including lease rentals @...................................................................................................................................................................................................... 323.82 271.95
Insurance....................................................................................................................................................................................................................................................... 195.04 183.15
Repairs and maintenance.................................................................................................................................................................................................................. 715.40 641.94
OM
Advertisement........................................................................................................................................................................................................................................... 652.97 556.16
Commission on sales /contracts (net)...................................................................................................................................................................................... 491.77 241.96
Freight outward........................................................................................................................................................................................................................................ 4,863.83 3,865.75
C
Sales promotion expenses................................................................................................................................................................................................................ 551.29 486.71
Travelling and conveyance expenses........................................................................................................................................................................................ 603.15 371.99
E.
Cost of projects........................................................................................................................................................................................................................................ 607.90 558.30
Subcontracting, hire and service charges.............................................................................................................................................................................. 1,857.07 1,593.08
LIN
Provision for expected credit losses including write offs (net) $.........................................................................................................................
Miscellaneous expenses #................................................................................................................................................................................................................
Total.................................................................................................................................................................................................................................................................
1,287.53
3,679.45
17,317.75
2,758.51
2,896.07
15,297.79
@ S hort term leases and low value leases recognised as an expense for the year ended 31 March, 2023 is aggregating to Rs. 306.10 crores
TA
st
(2022: Rs. 250.52 crores) and Rs. 17.72 crores (2022: Rs. 21.43 crores) respectively.
# Miscellaneous expenses includes gain on net monetary position for the year ended 31st March, 2023 is aggregating to Rs. 32.02 crores
(2022: Rs. Nil).
$ Break-up of expected credit loss recognised during the year is as follows:-
I
AP
Rupees crores

Expected credit loss on:
.C
– Trade receivables........................................................................................................................................................................................................................ 85.32 38.04

– Contract assets............................................................................................................................................................................................................................ 0.48 0.84
W
– Financial services receivable.............................................................................................................................................................................................. 1,203.79 2,725.50

– Other financial assets.............................................................................................................................................................................................................. (2.06) (5.87)
W
Total................................................................................................................................................................................................................................................................. 1,287.53 2,758.51

W
32. Exceptional items (net)

Exceptional items (net) recognised in the consolidated statement of profit and loss
Rupees crores

Gain on change in ownership interests in subsidiaries (resulting in loss of control), associates and joint ventures and
change of relationships....................................................................................................................................................................................................................... 2,983.54 474.28
Impairments:
Property, plant and equipment and right-of-use assets................................................................................................................................. (332.69) (53.82)
Intangible assets......................................................................................................................................................................................................................... (460.01) (9.01)
OM
Capital work-in-progress and Intangible under development..................................................................................................................... (180.50) (60.91)
Capital advances......................................................................................................................................................................................................................... (10.46) (46.45)
Other assets................................................................................................................................................................................................................................... (636.12) —
Goodwill............................................................................................................................................................................................................................................. (122.13) —
C
Investment accounted using equity method (net).............................................................................................................................................. 7.89 82.76
Profit on sale of land........................................................................................................................................................................................................................... — 27.32
E.
Total................................................................................................................................................................................................................................................................. 1,249.52 414.17
s described in note 2(h), the Group reviews for indication of asset impairment at the end of reporting date in addition to any impairment
A
indicators that may arise in between the two reporting periods. If there is any indication of asset impairment, the Group estimates the recoverable
amount of the asset to determine the amount of the impairment loss. During the year ended 31st March, 2023, the internal and external sources of
information on the economic environment in which these entities operate, provided indicators of asset impairment for certain international subsidiaries.
LIN
Consequently, impairment has been recognised for property, plant and equipment, right-of-use assets, capital work-in-progress, intangible assets
under development, capital advance and other intangible assets of certain CGUs amounting to Rs. 983.66 crores during the year ended 31st March, 2023
TA
(2022: Rs. 170.19 crores).
As detailed in note 6, impairment of goodwill amounting to Rs. 122.13 crores has been recognised during the year ended 31st March, 2023
(2022: Rs. Nil).
I
Further, as described in the note 2(c), the investments in associates and joint ventures are accounted using equity method as per Ind AS 28 – Investments
AP
in Associates and Joint Ventures. As required by Ind AS 28, after application of the equity method, the Group assesses if there is any objective evidence
based on observable data that its net investment in the associate or joint venture is impaired. Based on the observable evidence, certain investments
in associate and joint ventures were tested for recoverable amounts and impairment reversal (net) amounting to Rs. 7.89 crores has been recognised
during the year ended 31st March, 2023 (2022: Rs. 82.76 crores).
.C
33. Earnings Per Share (EPS)

W

Profit for the year for basic EPS (Rupees crores)........................................................................................................................................................ 10,281.50 6,577.32
W
Profit for the year for diluted EPS (Rupees crores).................................................................................................................................................... 10,274.34 6,562.38
Weighted average number of Ordinary (Equity) Shares used in computing basic EPS.................................................................... 1,11,26,19,910 1,11,09,43,402
Effect of dilutive potential Ordinary (Equity) Shares................................................................................................................................................... 46,94,100 45,87,607
W
Weighted average number of Ordinary (Equity) Shares used in computing diluted EPS............................................................... 1,11,73,14,010 1,11,55,31,009
Basic Earnings per share (Rs.) (Face value of Rs. 5 per share)........................................................................................................................... 92.41 59.20
Diluted Earnings per share (Rs.)................................................................................................................................................................................................... 91.96 58.83
34. Employee Benefits
General description of defined benefit plans
Gratuity
Some of the group entities operate a gratuity plan covering qualifying employees. The benefit payable is the greater of the amount calculated as per the
Payment of Gratuity Act or the Company scheme applicable to the employee. The benefit vests upon completion of five years of continuous service and once
vested it is payable to employees on retirement or on termination of employment. In case of death while in service, the gratuity is payable irrespective of
vesting. Some entities makes annual contribution to the group gratuity scheme administered by the Life Insurance Corporation of India through its Gratuity
Trust Fund.
Post retirement medical
OM
Few entities in the Group provide post retirement medical cover to select grade of employees to cover the retiring employee and their spouse upto a
specified age through mediclaim policy on which the premiums are paid. The eligibility of the employee for the benefit as well as the amount of medical
cover purchased is determined by the grade of the employee at the time of retirement.
Post retirement housing allowance
C
The Company operates a post retirement benefit scheme for a certain grade of employees in which a monthly allowance determined on the basis of the
last drawn basic salary at the time of retirement, is paid to the retiring employee in lieu of housing.
E.
Risk exposure
Through its defined benefit plans the Company is exposed to a number of risks, the most significant of which are detailed below:
Asset volatility LIN

The plan liabilities are calculated using a discount rate set with references to government bond yields; if plan assets underperform compared to this yield,
this will create or increase a deficit. The defined benefit plans may hold equity type assets, which may carry volatility and associated risk.
TA
Changes in bond yields
A decrease in government bond yields will increase plan liabilities, although this is expected to be partially offset by an increase in the value of the plan’s
investment in debt instruments.
I
AP
Inflation risk
The present value of some of the defined benefit plan obligations are calculated with reference to the future salaries of plan participants. As such, an
increase in the salary of the plan participants will increase the plan’s liability. The post retirement medical benefit obligation is sensitive to medical inflation
and accordingly, an increase in medical inflation rate would increase the plan’s liability.
.C
Life expectancy
The present value of defined benefit plan obligation is calculated by reference to the best estimate of the mortality of plan participants, both during and
W
after the employment. An increase in the life expectancy of the plan participants will increase the plan’s liability.
W
W
Defined benefit plans - Actuarial valuation as on 31st March, 2023

Rupees crores

Gratuity Gratuity*
medical benefits housing allowance
2023 2022 2023 2022 2023 2022 2023 2022

1 Amounts recognised in profit
or loss
OM
Current service cost............................ 99.59 96.81 35.02 19.47 0.80 3.12 2.42 1.30
Past service cost................................... 0.36 — — — — 0.01 — 35.39
Net interest expense.......................... 2.50 3.70 2.78 3.17 3.08 3.26 7.83 5.32
Total amount included in
C
employee benefits expense ............ 102.45 100.51 37.80 22.64 3.88 6.39 10.25 42.01
2 Amounts recognised in other
E.
comprehensive income
Remeasurement (gains)/losses:
a) Actuarial (gains)/losses
arising from changes in -
– demographic assumptions.
– financial assumptions...........
0.87
(48.80)
(15.96)
(52.80)
(0.17)
17.46
LIN 1.13
4.51
(0.01)
(2.47)
(7.93)
(3.14)
—
(5.03)
—
(7.27)
– experience adjustments..... 14.63 52.56 4.65 (3.16) 1.50 0.41 (1.33) 2.16
TA
b) Return on plan assets,
excluding amount included
in net interest expense/
(income)............................................. 7.63 (8.78) — — — — — —
I
Total amount recognised in

AP
other comprehensive income..... (25.67) (24.98) 21.94 2.48 (0.98) (10.66) (6.36) (5.11)
3 Changes in the defined
benefit obligation
Opening defined benefit
.C
obligation................................................... 1,300.74 1,240.08 249.67 312.11 46.54 52.46 117.11 88.17

Current service cost.......................... 99.59 96.81 35.02 19.47 0.80 3.12 2.42 1.30
W
Past service cost................................. 0.36 — — — — 0.01 — 35.39

Interest expense.................................. 74.16 63.71 2.78 3.17 3.08 3.26 7.83 5.32
Remeasurements (gains)/losses (33.30) (16.20) 21.94 2.48 (0.98) (10.66) (6.36) (5.11)
W
Benefits paid........................................... (121.41) (118.74) (31.95) (11.51) (0.93) (1.65) (8.85) (7.96)
Liability transferred on account
W
of employees transferred.............. 14.19 — — — — — — —

Business combination....................... 15.70 — 14.21 0.66 0.72 — — —
Disposal of subsidiaries................... (35.41) — — (6.01) — — — —
Change in plan on common
control transaction............................. — 41.93 — (41.93) — — — —
Foreign exchange translation
difference.................................................. 8.15 (6.85) (4.08) (28.77) — — — —
Closing defined benefit
obligation................................................... 1,322.77 1,300.74 287.59 249.67 49.23 46.54 112.15 117.11
Rupees crores

Gratuity Gratuity*
medical benefits housing allowance
2023 2022 2023 2022 2023 2022 2023 2022

4 Changes in fair value of plan
assets
Opening fair value of plan
OM
assets........................................................... 1,215.71 1,161.84 — — — — — —
Interest income..................................... 71.66 60.01 — — — — — —
Return on plan assets
excluding interest income............. (7.63) 8.78 — — — — — —
Contributions by employer............ 118.43 109.92 — — 0.93 1.65 8.85 7.96
C
Benefits paid........................................... (121.41) (118.74) — — (0.93) (1.65) (8.85) (7.96)
E.
Business combination....................... 13.25 — — — — — — —
Disposal of subsidiaries................... (16.06) — — — — — — —
Foreign exchange translation
difference..................................................
Closing fair value of plan
assets........................................................... 1,281.53
7.58
1,215.71
(6.10)
LIN
—
—
—
—
—
—
—
—
—
—
—
—
5 Net defined benefit obligation
TA
Defined benefit obligation............. 1,322.77 1,300.74 287.59 249.67 49.23 46.54 112.15 117.11
Fair value of plan assets ............. 1,281.53 1,215.71 — — — — — —
Surplus/(Deficit).................................... (41.24) (85.03) (287.59) (249.67) (49.23) (46.54) (112.15) (117.11)
Current portion of the above..... (8.47) (10.71) (10.46) (18.62) (2.61) (2.24) (8.85) (8.85)
I
AP
Non current portion of the

above............................................................ (32.77) (74.32) (277.13) (231.05) (46.62) (44.30) (103.30) (108.26)
Rupees crores
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6 Actuarial Assumptions and sensitivity

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a Actuarial assumptions
Discount rate (%)................................................................................................................................................................................................................. 0.63 - 7.50 1.10 - 7.30
Attrition rate (%).................................................................................................................................................................................................................. 1.52 - 60.68 1.80 - 46.35
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Cost inflation (%).................................................................................................................................................................................................................. 7.00 - 9.00 7.00 - 9.00

Cost inflation includes an estimate of medical inflation and future salary increases taking in to account of inflation, seniority, promotion and
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other relevant factors such as supply and demand in the employment market.
b Quantitative sensitivity analysis for impact of significant assumptions on defined benefit obligation are as below:
Assumptions
One percentage point increase in discount rate .......................................................................................................................................... (170.43) (176.67)
One percentage point decrease in discount rate ........................................................................................................................................ 190.82 178.33
One percentage point increase in salary growth rate............................................................................................................................... 151.67 145.70
One percentage point decrease in salary growth rate.............................................................................................................................. (139.02) (139.26)
One percentage point increase in attrition rate............................................................................................................................................. (57.96) (36.57)
One percentage point decrease in attrition rate........................................................................................................................................... 58.95 37.73
One percentage point increase in medical inflation rate ....................................................................................................................... 5.73 5.99
One percentage point decrease in medical inflation rate ..................................................................................................................... (4.86) (5.05)

Rupees crores
7 Maturity profile of defined benefit obligation
Time periods
Upto 1 year....................................................................................................................................................................................................................................... 232.81 224.11
1 - 5 years......................................................................................................................................................................................................................................... 852.17 753.09
6 - 9 years......................................................................................................................................................................................................................................... 576.12 556.62
10 years and above..................................................................................................................................................................................................................... 1,396.59 1,323.69
Trust-managed Provident fund
OM
Rupees crores

I Net defined benefit obligation
Defined benefit obligation..................................................................................................................................................................................................... 3,355.68 3,004.62
C
Fair value of plan assets........................................................................................................................................................................................................ 3,190.06 3,004.62
E.
Surplus/(Deficit)............................................................................................................................................................................................................................ (165.62) —
II Actuarial assumptions
Discount rate.................................................................................................................................................................................................................................. 7.45% 6.95%
LIN
Average remaining tenure of investment portfolio (years)...........................................................................................................................
Guaranteed rate of return....................................................................................................................................................................................................
5.35
8.15%
4.63
8.10%
The Company has recognised an obligation of Rs. 165.62 crores (2022: Nil) on account of interest rate guarantee through OCI.
The plan assets have been primarily invested in government securities and corporate bonds.
TA
Group’s contribution (in respect of companies where applicable) for Provident Fund and Superannuation Fund aggregating Rs. 441.01 crores
(2022: Rs. 394.33 crores) has been recognised in the Profit or Loss under the head ‘Employee Benefits Expense’.
35. Capital management
I
The Group’s capital management strategy is to effectively determine, raise and deploy capital so as to create value for its shareholders. The same is done
AP
through a mix of either equity and/or preference and/or convertible and/or combination of short term /long term debt as may be appropriate.
The Group determines the amount of capital required on the basis of its product, capital expenditure, operations and strategic investment plans.
The capital structure is monitored on the basis of equity, net debt and maturity profile of overall debt portfolio of the Group.
The retail loan finance business of the companies in financial service business is subject to the capital adequacy requirements of the Reserve Bank
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of India (RBI) and National Housing Bank (NHB). Under capital adequacy guidelines, these companies are required to maintain a capital adequacy ratio
consisting of Tier I and Tier II Capital. The total of Tier II Capital at any point of time, shall not exceed 100 percent of Tier I Capital. The Group companies
in the financial services business have complied with all regulatory requirements related to regulatory capital and capital adequacy ratios as prescribed
by RBI and NHB.
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Net Debt and Equity other than financial services segment is given in the table below:
Rupees crores
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Total Equity............................................................................................................................................................................................................................................... 50,346.37 41,993.81
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Net Debt
Short term debt (including current portion of long term debt).............................................................................................................. 4,127.05 3,606.15
Long term debt............................................................................................................................................................................................................................ 3,450.59 9,189.75
Gross Debt.......................................................................................................................................................................................................................... 7,577.64 12,795.90
Less:
Current investments................................................................................................................................................................................................................. 11,247.44 8,840.43
Cash and Bank Balances....................................................................................................................................................................................................... 7,312.77 6,400.57
Net Debt............................................................................................................................................................................................................................... (10,982.57) (2,445.10)
Total Capital deployed.................................................................................................................................................................................................................... 39,363.80 39,548.71
36. Financial Instruments

Financial Risk Management Framework
In the course of its business, the Group is exposed to a certain financial risks namely credit risk, interest risk, currency risk & liquidity risk. The Group’s
primary focus is to achieve better predictability of financial markets and seek to minimize potential adverse effects on its financial performance.
The financial risks are managed in accordance with the risk management policy which has been approved by Board of Directors of the respective
Group companies.
Board of Directors of financial services businesses have established Asset and Liability Management Committee (ALCO), which is responsible for developing
and monitoring risk management policies for their businesses. The financial services businesses are exposed to high credit risk given the unbanked rural
customer base and diminishing value of collateral. The credit risk is managed through credit norms established based on historical experience.
(a) Market Risk Management
Market risk is the risk that changes in market prices such as foreign exchange rates, interest rates etc. could affect the Group’s income or the
value of its holdings of financial instruments including cash flow. The objective of market risk management is to manage and control market risk
OM
exposures within acceptable parameters, while maximising the return.
(i) Currency Risk
The Group’s exposure to currency risk relates primarily to the Group’s operating activities including anticipated sales & purchase and borrowings
where the transactions are denominated in foreign currencies.
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The Group’s foreign currency exposures are managed within approved parameters. The Group hedges its foreign currency risk mainly by way
of Forward Covers. Other derivative instruments may also be used if deemed appropriate.
The carrying amounts of the Group’s foreign currency exposure at the end of the reporting period are as follows:
E.
Rupees crores
Particulars US Dollar Euro JPY KRW Others Total
Financial Assets .............................................................................
Financial Liabilities ......................................................................
1,055.27
1,577.52
LIN1,944.10
2,013.41
1.36
1,750.01 3.08
— 877.51
80.85
3,878.24
5,424.87
TA
Financial Assets ............................................................................. 1,764.01 1,646.55 8.28 454.71 326.90 4,200.45
Financial Liabilities ...................................................................... 3,625.70 1,908.33 947.56 23.50 108.03 6,613.12
Hedge Accounting - Forwards

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Contracts that meet the requirements for hedge accounting are accounted as per the hedge accounting requirements of Ind AS 109 - Financial
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Instruments, while other contracts are accounted as derivatives measured through profit or loss.
Details of Forward Foreign Currency Contracts outstanding at the end of reporting period
Rupees crores
Outstanding Contracts 2023 2022
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Notional Carrying amount of hedging Notional Carrying amount of hedging

value (#) instrument included in value (#) instrument included in
Other Financial Assets/ Other Financial Assets/
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(Liabilities) (Liabilities)
Cash Flow Hedges
Buy currency
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Maturing in 1+ years
— JPY/INR ................................................... 839.91 (16.92) — —
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— USD/INR...................................................... 827.93 (19.11) 0.81 (0.09)
Sell currency
— USD/INR .................................................... 318.77 (1.43) 583.54 7.93
— BRL/INR .................................................... — — 7.97 (0.42)
— ZAR/INR .................................................... 212.50 (0.09) 368.33 (20.98)
— EUR/INR .................................................... 1,608.28 (54.48) 1,487.41 189.37
— CAD/INR .................................................... 5.83 (0.01) — —
— AUD /INR .................................................. 88.36 1.59 — —
# Notional value of respective currency pair have been converted into presentation currency i.e. INR using year end closing exchange rate
36. Financial Instruments (contd.)

(a) Market Risk Management (contd.)
(ii) The movements in Cash Flow Hedge Reserve for instruments designated in a cash flow hedge are as follows:
Rupees crores
Exchange Interest Total Exchange Interest Total

Rate Risk Rate Risk Rate Risk Rate Risk
hedges hedges hedges hedges
Balance at the beginning of the year................. (37.25) — (37.25) (97.25) (3.51) (100.76)
(Gains)/Losses transferred to Profit or Loss on
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occurrence of the forecast transaction.................... 6.26 — 6.26 (27.57) — (27.57)
Change in Fair Value of Effective Portion of

cash flow hedges................................................................ 1.66 (13.42) (11.76) 38.70 3.69 42.39
Deferred Tax on the above......................................... (5.97) 3.38 (2.59) (1.35) (0.18) (1.53)
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Balance at the end of the year............................... (35.30) (10.04) (45.34) (87.47) — (87.47)
E.
Add: Share of associate /joint Venture................. (67.67) — (67.67) 53.60 — 53.60
Deferred Tax on share of associates /joint

ventures.................................................................................... 0.74 — 0.74 (0.08) — (0.08)
Add /(Less): Non controlling interest......................
Other comprehensive income reclassified to

8.22
LIN — 8.22 (1.93) — (1.93)
profit or loss........................................................................... — — — (1.37) — (1.37)

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Less: Deconsolidation of subsidiary....................... (0.44) — (0.44) — — —
Total............................................................................................ (94.45) (10.04) (104.49) (37.25) — (37.25)
Of the above:
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Balance relating to continuing hedges............... (94.45) (10.04) (104.49) (37.25) — (37.25)

AP
(b) Credit Risk Management

Credit Risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group usually
deals with creditworthy counterparties and obtain sufficient collateral, where appropriate, as a means of mitigating the risk of financial loss from
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defaults. The exposure is continuously monitored.

(i) Financial Guarantees

In addition, the Group is exposed to credit risk in relation to financial guarantees given to banks. The Group’s maximum exposure in this respect
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is the maximum amount the Group could have to pay if the guarantee is called on. The accounting of financial guarantees is as explained in
Note 2(k). The amount recognised in Consolidated Balance Sheet as liabilities is as below:
Rupees crores
W

Maximum exposure....................................................................................................................................................................................................... 553.66 564.23
W
Amount recognised as liability ........................................................................................................................................................................... 15.86 20.50
(ii) Trade Receivables

The Group applies the simplified approach to providing for expected credit losses prescribed by Ind AS 109, which permits the use of the
lifetime expected loss provision for all trade receivables. The Group has computed expected credit losses based on a provision matrix which
uses historical credit loss experience of the Group. Forward-looking information (including macroeconomic information) has been incorporated
into the determination of expected credit losses.

(b) Credit Risk Management (contd.)
Reconciliation of loss allowance for Trade Receivables:
Other than related to hospitality segment
Rupees crores
Balance as at beginning of the year......................................................................................................................................................... 398.87 405.43
Additions during the year........................................................................................................................................................................................ 92.63 74.32
Amounts written off during the year............................................................................................................................................................. (68.63) (30.46)
Impairment losses reversed/written back.................................................................................................................................................... (42.23) (40.73)
OM
Foreign exchange translation difference...................................................................................................................................................... (1.79) (4.01)
On account of deconsolidation / disposal of subsidiaries................................................................................................................... (31.19) (5.68)
Balance as at end of the year........................................................................................................................................................................ 347.66 398.87
Related to hospitality segment
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Rupees crores
E.
Balance as at beginning of the year......................................................................................................................................................... 10.58 9.01
Additions during the year........................................................................................................................................................................................ 1.07 1.57
LIN
Amounts written off during the year.............................................................................................................................................................
Balance as at end of the year........................................................................................................................................................................
In respect of other financial assets, the maximum exposure to credit risk at the end of the reporting period is the carrying amount of each
(0.22)
11.43
—
10.58
class of financial assets.

TA
(iii) Credit risk related to financial services business
Financial services business has a comprehensive framework for monitoring credit quality of its Retail and other loans based on days past due
monitoring. Repayment by individual customers and portfolio is tracked regularly and required steps for recovery is taken through follow ups
and legal recourse.
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The following tables set out information about credit quality of loan assets measured at amortised cost:
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Retail Loans
Rupees crores
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Gross carrying value of Retail and SME loan assets

Neither Past due nor impaired............................................................................................................................................................................ 71,776.28 49,172.63
Past due but not impaired
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30 days past due.............................................................................................................................................................................................. 5,294.47 4,727.01

31-90 days past due...................................................................................................................................................................................... 5,999.23 11,243.51
Impaired (more than 90 days).............................................................................................................................................................................. 4,493.92 5,788.62
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Total Gross carrying value as at reporting date .......................................................................................................................... 87,563.90 70,931.77
Trade Advances
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Rupees crores
Gross carrying amount of trade advances
Less than 60 days past due................................................................................................................................................................................. 2,480.06 1,682.21
61-90 days past due................................................................................................................................................................................................. 53.43 64.55
Impaired (more than 90 days)............................................................................................................................................................................. 6.93 60.66
Total Gross carrying value as at reporting date ......................................................................................................................... 2,540.42 1,807.42


Inputs considered in the ECL model
In assessing the impairment of loans assets under Expected Credit Loss (ECL) Model, the loan assets have been segmented into three stages. The
three stages reflect the general pattern of credit deterioration of a financial instrument. The differences in accounting between stages, relate to
the recognition of expected credit losses and the calculation and presentation of interest revenue.
The financial services business categorises loan assets into stages based on the days past due status:
— Stage 1: 0-30 days past due
— Stage 2: 31-90 days past due
— Stage 3: More than 90 days
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RBI COVID-19 Resolution Framework
During the year ended 31st March, 2021 and year ended 31st March, 2022, the financial services business had implemented resolution plans in
order to provide relief to borrowers adversely impacted due to onslaught of multiple waves /variants of COVID-19 Pandemic under the resolution
framework 1.0 vide circular no. RBI/2020-21/16 DOR.No.BP.BC/3/21.04.048/2020-21 dated 6th August, 2020 for personal loan customers and
resolution framework 2.0 vide circular No. RBI/2021-22/32 DOR.STR.REC.12/21.04.048/2021-22 dated 5th May, 2021. The loan modifications
executed under both these schemes have not been classified as renegotiated as they are as a result of market-wide customer relief programme
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and not borrower-specific. The financial services business continues to monitor the recoverability of loans granted in accordance with these circulars
and is continue to carry adequate provisioning based on the repayment behaviour on these loan accounts. Since the COVID-19 pandemic has been
E.
brought under control through development of vaccines, announcement of various health improvement and relief measures by respective Govt.
authorities, and economies have returned to normalcy, the Group had witnessed significant improvement in business/financial performance over the
period during second half of previous year as well as current year.
Impact of COVID-19
LIN
The outbreak of COVID-19 led to nationwide lockdown from March 2020, which gradually phased out over the next few months basis the local level
spread of the pandemic. The nation was impacted by the second wave of the pandemic in the first half of the fiscal year 2022 which again slowed
down the economic activities to a limited extent. Despite the successful roll out of vaccines around the world, a varying degree of uncertainty
remained through out the year ended 31st March, 2022. This was caused by new variants of COVID-19, varying vaccine effectiveness and the need
TA
for reimposing of government - imposed restrictions. This uncertainty is reflected in the financial services business assessment of impairment
loss allowance on its loans which are subject to a number of management judgements and estimates. In relation to COVID-19, judgements and
assumptions include the extent and duration of the pandemic, the changes in the macro economic outlook and its associated impact on the
impairment calculations.
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Assumptions considered in the ECL model

AP
The financial services business has made the following assumptions in the ECL Model:
– “Loss given default” (LGD) is common for all three Stages and is based on loss in past portfolio. Actual cash flows are discounted at loan EIR
rate for arriving loss rate.
– “Probability of Default” (PD) is applied on Stage 1 and Stage 2 on portfolio basis and for Stage 3 PD at 100%. This is calculated as an average
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of the last 60 months yearly movement of default rates and future adjustment for macro economic factor.
Estimation Technique
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The financial services business has applied the following estimation technique in its ECL model:
“Probability of Default” (PD) is applied on Stage 1 and Stage 2 on portfolio basis and for Stage 3 PD at 100%. This is calculated as an average of
the last 60 months yearly movement of default rates and future adjustment for macro economic factor such as agriculture and change in GDP are
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considered most relevant in determining the PD. The Group assigns probability to these factors in order to determine the impact of such factors
on PD.
– Loss given default is calculated based on discounted actual cash flow on past portfolio in default along with reversals.
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The methodologies and assumptions applied in the impairment loss allowance calculations have primarily remained unchanged from those
applied while preparing the financial statements for the year ended 31st March, 2022. The financial services business has been updating the
ECL model with the latest set of data on reasonable periodic intervals for the year ended 31st March, 2023, to capture the significant changes
in economic and market drivers and changes in risk profile of customer credit exposures. Output of ECL model refresh is also factored in
computation of provisions.
Forward Looking Information
In calculating the expected credit loss rates, the financial services business considers historical loss rates on portfolio over a period which
covers most external factors like drought, government and policy changes etc and these historical PDs are converted into forward looking
PDs considering the agricultural and GDP growth estimates.

Assessment of significant increase in credit risk
When determining whether the risk of default has increased significantly since initial recognition, the financial services business considers both
quantitative and qualitative information and analysis based on the business’s historical experience, including forward-looking information. The
financial services business considers reasonable and supportable information that is relevant and available without undue cost and effort. The
financial services business’s accounting policy is not to use the practical expedient that the financial assets with ‘low’ credit risk at the reporting
date are deemed not to have had a significant increase in credit risk. As a result the financial services business monitors all financial assets and
loan commitments that are subject to impairment for significant increase in credit risk.
Definition of default
The financial services business considers a financial asset to be in “default” and therefore Stage 3 (credit impaired) for ECL calculations when the
borrower becomes 90 days past due on its contractual payments except for personal loans, where the Group has an early recognition norm of
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classification in to stage 3 on the basis of overdue more than 30 days past due.
Policy for write off of Loan Assets
The gross carrying amount of a financial asset is written off when there is no realistic prospect of further recovery. This is generally the case when
the financial services business determines that the debtor does not have assets or sources of income that could generate sufficient cash flows to
repay the amounts subject to the write- off. However, financial assets that are written off could still be subject to enforcement activities under the
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recovery procedures, taking into account legal advice where appropriate. Any recoveries made are recognised in profit or loss.
Impairment loss
E.
The expected credit loss allowance provision is determined as follows:
Rupees crores
Particulars
LIN
Performing Underperforming Impaired loans
Loans - loans - 'lifetime - 'lifetime ECL
12 month ECL ECL not credit credit impaired'
Total
impaired'
TA
Gross Balance as at 31st March, 2023 ................................................................ 77,070.75 5,999.23 4,493.92 87,563.90
Expected credit loss rate .................................................................................................... 0.78% 10.39% 53.54%
Carrying amount as at 31 March, 2023 (net of impairment st

I
provision)........................................................................................................................................... 76,471.20 5,375.67 2,087.77 83,934.64

AP
Gross Balance as at 31 March, 2022 ................................................................

st
53,899.64 11,243.51 5,788.62 70,931.77
Expected credit loss rate .................................................................................................... 0.99% 12.61% 52.86%

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Carrying amount as at 31st March, 2022 (net of impairment

provision) ......................................................................................................................................... 53,367.06 9,826.13 2,728.94 65,922.13
Level of Assessment - Aggregation Criteria

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The financial services business recognises the expected credit losses on a collective basis that takes into account comprehensive credit risk
information and considers the economic and risk characteristics, pricing range and sector concentration.
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Reconciliation of loss allowance provision for Retail and SME loans

Rupees crores
Particulars 12-month ECL Lifetime ECL not Lifetime Total
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credit impaired ECL credit

impaired
Balance as at 1st April, 2021............................................................................................ 477.57 1059.72 3,560.52 5,097.81
— Transferred to/from 12 months ECL.......................................................................... 376.09 (138.74) (237.35) —
— Transferred to/from lifetime ECL not credit impaired.................................... 10.58 103.03 (113.61) —
— Transferred to/from lifetime ECL credit impaired.............................................. (3.97) (121.27) 125.24 —
Business combination during the year............................................................................ 1.45 0.83 1.99 4.27
Loans that have been derecognised during the year........................................... (72.34) (348.92) (861.82) (1,283.08)
New loans originated during the year............................................................................. 237.59 496.51 292.57 1,026.67
Write-offs.............................................................................................................................................. (0.04) (5.76) (942.02) (947.82)
Net remeasurement of loss allowance........................................................................... (494.35) 371.98 1,234.16 1,111.79
Balance as at 31st March, 2022..................................................................................... 532.58 1,417.38 3,059.68 5,009.64

Rupees crores
Particulars 12-month ECL Lifetime ECL not Lifetime Total
credit impaired ECL credit
impaired
Balance as at 1st April, 2022............................................................................................ 532.58 1,417.38 3,059.68 5,009.64
— Transferred to/from 12 months ECL.......................................................................... 403.74 (279.62) (124.12) —
— Transferred to/from lifetime ECL not credit impaired.................................... 37.44 (18.32) (19.12) —
— Transferred to/from lifetime ECL credit impaired.............................................. 1.00 (147.70) 146.70 —
Loans that have been derecognised during the year........................................... (74.86) (304.78) (983.93) (1,363.57)
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New loans originated during the year............................................................................. 352.65 72.35 137.55 562.55
Write-offs.............................................................................................................................................. (0.09) (4.01) (853.32) (857.42)
Net remeasurement of loss allowance........................................................................... (652.91) (111.74) 1,042.71 278.06
Balance as at 31st March, 2023..................................................................................... 599.55 623.56 2,406.15 3,629.26
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Trade advances
Rupees crores
E.
Loss allowance provision......................................................................................................................................................................................................... 20.03 71.73
Impairment loss on financial services receivable for the year ended 31st March, 2023 recognised in profit or loss of Rs. 1,203.79 crores
(2022: Rs. 2,725.50 crores) includes bad debts and write offs of Rs. 2,635.73 crores (2022: Rs. 2,813.65 crores), reversal of provision for expected
credit loss of Rs. 1,432.08 crores (2022: provision of Rs. 85.76 crores) and provision for loan commitments of Rs. 0.14 crores (2022: provision
reversal of Rs. 2.39 crores).
LIN
‘12 months ECL’ and ‘lifetime ECL not credit impaired’ are collectively assessed. ‘Lifetime ECL credit impaired’ are individually assessed.
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Loan which are written off continue to be subject of enforcement activity.
Significant changes in the gross carrying value that contributed to change in loss allowance
The financial services business mostly provides loans to retail individual customers in Rural and Semi urban area which are of small ticket size.
Change in any single customer repayment will not impact significantly to provisioning. All customers are being monitored based on past due status
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of outstanding loan and corrective actions are taken accordingly to limit the financial services businesses risk.
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Concentration of Credit Risk

Financial services business’s loan portfolio is predominantly to finance retail automobile and allied equipment loans, housing loans and other
business loans. The financial services business manages concentration of risk primarily by geographical region in India. The following table shows
the geographical concentrations of financial loans as at year end:
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Rupees crores

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Carrying Value ............................................................................................................................................................................................................................. 90,104.32 72,739.19

Concentration by Geographical region in India:
North ................................................................................................................................................................................................................................................. 26,094.99 17,388.45
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East ..................................................................................................................................................................................................................................................... 18,071.95 16,387.77

West .................................................................................................................................................................................................................................................... 26,391.41 22,547.51
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South ................................................................................................................................................................................................................................................. 19,545.97 16,415.46

Total Loans as at reporting year ............................................................................................................................................................................. 90,104.32 72,739.19
Maximum Exposure to credit Risk

The maximum exposure to credit risk of loans is their carrying amount. The maximum exposure is before considering the effect of mitigation
through collateral.
Narrative Description of Collateral
The amount of collateral obtained, if deemed necessary by the financial services business upon extension of credit, is based on management’s credit
evaluation of the counterparty. Collateral primarily include vehicles and residential units purchased by retail loan customers.

Quantitative Information of Collateral - Credit Impaired assets
(Collateral Coverage - Value of collateral available to mitigate the credit exposure)
Rupees crores
Loan To Value (LTV) Range Gross Value of loans in stage 3
2023 2022
Upto 50% coverage........................................................................................................................................................................................................... 392.78 498.52
51 - 70% coverage............................................................................................................................................................................................................. 413.39 624.32
71 - 100% coverage......................................................................................................................................................................................................... 387.39 644.08
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Above 100% coverage..................................................................................................................................................................................................... 3,300.36 4,021.70
4,493.92 5,788.62
(c) Liquidity risk management

(i) Maturity profile of non-derivative financial liabilities
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The following table details the Group’s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods.
The table has been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group can
be required to pay. The table includes both interest and principal cash flows.
E.
Rupees crores
Particulars Less than 1-3 Years 3 Years to 5 years

Short term borrowings - Principal .............................................................................
LIN 1 Year
33,739.62 —
5 Years
—
and above
—
Short term borrowings - Interest ............................................................................... 4,509.16 — — —
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Long term borrowings - Principal................................................................................. — 35,648.11 10,991.36 8,583.26
Long term borrowings - Interest................................................................................... 1,190.45 6,472.00 2,504.99 4,267.28
Trade payables ......................................................................................................................... 23,835.66 0.04 — —
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Financial Guarantees ........................................................................................................... 553.66 — — —

Lease Liabilities.......................................................................................................................... 709.77 1,092.34 749.96 1,735.33
Other Financial Liabilities................................................................................................... 2,215.44 287.28 97.53 129.36
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Total.................................................................................................................................................. 66,753.76 43,499.77 14,343.84 14,715.23

Short term borrowings - Principal ............................................................................. 26,042.12 — — —

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Short term borrowings - Interest ............................................................................... 2,534.50 — — —

Long term borrowings - Principal ............................................................................... — 31,785.68 8,478.03 8,457.00
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Long term borrowings - Interest ................................................................................. 1,929.04 5,034.55 2,254.76 5,014.52

Trade payables............................................................................................................................ 19,036.55 1.55 — —
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Financial Guarantees ........................................................................................................... 564.23 — — —

Lease Liabilities.......................................................................................................................... 532.41 929.34 561.35 1,554.27
Other Financial Liabilities................................................................................................... 2,408.86 284.72 129.77 124.00
Total.................................................................................................................................................. 53,047.71 38,035.84 11,423.91 15,149.79
The amounts included above for financial guarantee contracts are the maximum amounts the Group could be forced to settle under the
arrangement for the full guaranteed amount if that amount is claimed by the counterparty to the guarantee. Based on expectations at
the end of the reporting period, the Group considers that it is more likely than not that such an amount will not be payable under the
arrangement.

(c) Liquidity risk management (contd.)
(ii) Maturity profile of derivative financial liabilities
The following table details the Group’s liquidity analysis for its derivative financial instruments.
Rupees crores
Particulars Less than 1-3 Years 3 Years to
1 Year 5 Years
Interest rate & currency swaps................................................................................................................................. 50.09 125.44 —
Foreign exchange forward contracts.................................................................................................................... 62.94 20.65 —
OM
Commodity futures............................................................................................................................................................ 29.19 — —
Gross obligation to acquire non-controlling interests............................................................................... 206.39 — 92.80
348.61 146.09 92.80
Interest rate & currency swaps............................................................................................................................... 2.67 48.93 102.62
C
Foreign exchange forward contracts.................................................................................................................. 91.47 — —
Commodity futures.......................................................................................................................................................... 0.63 — —
E.
Derivatives on interest over joint ventures.................................................................................................... 91.75 — —
Gross obligation to acquire non-controlling interests............................................................................. 277.99 — 92.87
(i)
(d) Sensitivity Analysis
Foreign Currency Sensitivity
LIN 464.51 48.93 195.49
The following tables demonstrate the sensitivity to a reasonably possible change in major exchange rates, with all other variables held
TA
constant.
Rupees crores
Particulars Currency Change in rate Effect on Effect on
Profit Before pre-tax
I
Tax equity
AP
Year ended 31st March, 2023....................................................................................... INR/USD +10% 8.38 (16.22)

JPY/USD +10% 11.47 —
INR/EUR +10% 25.24 —
.C
Year ended 31st March, 2022............................................................................................ INR/USD +10% 38.53 (45.58)

JPY/USD +10% 20.31 —
INR/EUR +10% 4.29 —
W
The sensitivity analysis is unrepresentative of the inherent foreign exchange risk because the exposure at the end of the reporting period does
not reflect the exposure during the year.
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(ii) Interest Rate sensitivity

The sensitivity analysis below have been determined based on exposure to interest rate for both derivative and non-derivative instruments
at the end of reporting period. For floating rate liabilities, analysis is prepared assuming the amount of liability outstanding at the end of the
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reporting period was outstanding for the whole year.

The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that portion of loans and borrowings
affected, after the impact of hedge accounting. With all other variables held constant, the Group’s profit before tax is affected through the
impact on floating rate borrowings, as follows:
Rupees crores
Particulars Currency Increase/ Effect on Effect on
decrease in profit before pre-tax
basis points tax equity
Year ended 31st March, 2023................................................................................... INR +25 bps (63.71) —
EUR +25 bps (1.63) —
Year ended 31st March, 2022........................................................................................ INR +25 bps (43.91) —
EUR +25 bps (1.67) —
(e) Fair Value Disclosures
(i) Financial Instruments regularly measured using fair value - recurring items
Rupees crores
Financial assets/ Financial Fair Value Fair value Valuation technique(s) Key inputs Significant Relationship of unobservable
financial liabilities assets/ Category 2023 2022 hierarchy unobservable inputs to fair value and
financial input(s) for level 3 sensitivity
liabilities hierarchy
1) Foreign currency Financial Financial (106.94) 152.46 Level 2 Discounted Cash Flow Future cash flows are estimated based on forward — —
forwards, Interest rate Assets / Instruments and Interest rate exchange rates (from observable forward exchange
swaps & commodity (Liabilities) measured at rates at the end of the reporting period) and
derivatives FVTPL /FVTOCI contract forward rates, discounted at a rate that
reflects the credit risk of various counter parties.
2) Currency options Financial Financial (144.84) (119.56) Level 2 Black Scholes valuation Strike rate, spot rate, time to maturity, volatility and — —
Assets / Instruments model risk free interest rate.
(Liabilities) measured at
W
FVTPL
3) Derivatives on Financial Financial 28.20 69.68 Level 3 Comparable Companies For Comparable Companies Method /Comparable Interest rates to Any change (increase /
interest over
Subsidiaries,
Assets /
(Liabilities)
Instruments
measured at
W Method /Discounted
Cash-flow /Price of
Companies Quoted Multiples - compare the price
for which comparable companies are traded on the
discount future
cashflows, financial
decrease) in the discount
factor, financial projections etc.
associates and joint FVTPL recent transactions / capital market. projections would entail corresponding
ventures
W Comparable Companies
quoted multiples
For Discounted Cash Flow - Companies Financial
projections. These include forecasts of balance sheet,
change in the valuation of
derivatives on interest in
statement of profit and loss account along with subsidiaries, associates and
.C underlying assumptions. joint ventures.
4) Gross obligation Financial Financial (299.19) (370.86) Level 3 Comparable Companies For Comparable Companies Method /Comparable Interest rates to Any change (increase /
to acquire non- Liabilities Instruments Method /Discounted Companies Quoted Multiples - compare the price discount future decrease) in the discount
AP
controlling interest measured at Cash-flow /Price of for which comparable companies are traded on the cashflows, financial factor, financial projections etc.
FVTPL I recent transactions / capital market. projections would entail corresponding
Comparable Companies For Discounted Cash Flow - Companies Financial change in the valuation of
quoted multiples projections. These include forecasts of balance sheet, gross obligation to acquire non-
statement of profit and loss account along with controlling interest
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underlying assumptions.
5) Investment in Mutual Financial Financial 8,698.47 9,066.42 Level 1 Net asset value — — —
Funds and Alternate Assets instrument
Investment Fund measured at
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FVTPL
6) Investment in equity Financial Financial 206.58 219.44 Level 1 Quoted bid price in — — —
instruments -Quoted Assets instrument active market
E.
designated at
FVTOCI
C
Financial Financial 172.20 0.24 Level 1 Quoted bid price in — — —
Assets instrument active market
OM
designated at
FVTPL
7) Investment in Financial Financial 31.28 86.70 Level 3 Discounted Cash For Discounted Cash Flow approach - The Terminal growth Increase or decrease in key
equity instruments- Assets instrument Flow /Market Multiple discounted cash flow method used to capture the rate, weighted assumptions, multiples will
Unquoted designated at approach present value of the expected future economic average cost of result in increase or decrease
FVTOCI benefits to be derived from the ownership of capital. in valuation.
these investees. The key inputs includes, long term Market multiples
Financial Financial 77.71 19.93 Level 3 Income Approach - revenue growth rates, long term pre tax operating used for
Assets instrument Discounted Cash Flow profit margin, WACC, Discount for lack market for benchmarking.
measured at respective equity instrument
FVTPL For Market Multiple approach - In this approach fair
value is derived based on market multiples like PE
multiple, Enterprise value (EV) multiple, Revenue

Multiple etc.
370
36. Financial Instruments (contd.) 371
(e) Fair Value Disclosures (contd.)
(i) Financial Instruments regularly measured using fair value - recurring items (contd.)
Rupees crores
COMPANY
OVERVIEW
Financial assets/ Financial Fair Value Fair value Valuation technique(s) Key inputs Significant Relationship of unobservable
financial liabilities assets/ 2023 2022 hierarchy unobservable inputs to fair value and
financial input(s) for level 3 sensitivity
liabilities hierarchy
REPORT
BOARD’S
— — —
8) Investment in Financial Financial 4,896.57 4,490.95 Level 1 Quoted market price
debt instruments - Assets instrument
Government Securities measured at
FVTOCI
— — —
9) Investment in Financial Financial 377.87 293.13 Level 1 Quoted market price
AND ANALYSIS
debt instruments - Assets instrument

Debentures/Bonds/ measured at
Preference shares,
W
FVTOCI
etc W — — —
Financial 100.53 — Level 1 Quoted market price

instrument W
measured at
FVTPL
Financial 68.99
.C
70.13 Level 3 Income Approach - For Discounted Cash Flow approach - The Interest rates to Increase or decrease in
CORPORATE
instrument Discounted Cash Flow discounted cash flow method used to capture the discount future multiple will result in increase
GOVERNANCE
measured at present value of the expected future economic cash flow, financial or decrease in valuation
FVTPL benefits to be derived from the ownership of projections
AP
these investees. The key inputs includes, long term
I revenue growth rates, balance sheets, statement of
profit and loss along with underlying assumptions.
— — —
TA
10) Investment in Other Financial Financial 2,316.59 852.20 Level 1 Market price
financial instruments Assets instrument
-CP, CD measured at
FVTOCI
LIN
— — —
Financial Financial 2,067.14 — Level 1 Market price
Assets instrument
measured at
E.
FVTPL
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11) Convertible Financial Financial (400.00) — Level 3 Income Approach - For Discounted Cash Flow approach - Interest rates to Increase or decrease in key
Preference shares Liabilities Instruments Discounted Cash Flow/ The discounted cash flow method used to capture discount future assumptions, multiples will
ACCOUNTS
OM
measured at Market Multiple the present value of the expected future economic cashflows, financial result in increase or decrease
STANDALONE
FVTPL approach benefits to be derived from the ownership of projections in valuation.

these investees. The key inputs includes, long term Market multiples
revenue growth rates, balance sheets, statement of used for
profit and loss along with underlying assumptions. benchmarking.
For Market Multiple approach - In this approach
ACCOUNTS
fair value is derived based on market multiples like

Revenue multiple, etc..
CONSOLIDATED

(i) Financial Instruments regularly measured using fair value - recurring items (contd.)
Reconciliation of Level 3 fair value measurements of financial instruments measured at fair value
Rupees crores
Particulars Unquoted Investment in Derivatives on Gross obligation
Equity debentures/ interest over to acquire
investment bonds etc Subsidiaries and non-controlling
joint ventures interest
(Net)
OM
Opening balance............................................................................................. 106.63 70.13 69.68 (370.86)
Total gains or losses recognised:
a) in profit/(loss).......................................................................................... (623.18) (11.56) (32.26) 59.41
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b) in other comprehensive income................................................. (13.93) — — —
E.
Purchase during the year............................................................................ 657.71
Disposal during the year.............................................................................. (45.00) — — 12.18
Exercise of put option................................................................................... LIN — — 3.77 —
Adjustment for share of losses of joint ventures...................... — 10.42 — —

TA
Change in relationship during the year............................................. 56.96 — — —
Reclassified as held for sale...................................................................... — — (12.99) —
Exchange differences (30.20) — — 0.08

I
AP
Closing balance................................................................................................ 108.99 68.99 28.20 (299.19)

.C
Opening balance............................................................................................. 144.38 93.00 78.39 (507.96)
Total gains or losses recognised:

W
a) in profit/(loss).......................................................................................... 4.28 (12.41) (7.90) 54.40
b) in other comprehensive income................................................. (48.99) — — —

W
Purchase during the year ......................................................................... 9.30 — — —

W
Disposal /conversion into equity during the year...................... (3.00) (14.83) — —
Exercise of put option ................................................................................. — — (0.81) 75.78
Adjustment for share of losses of joint ventures...................... — 4.37 — —
Exchange differences 0.66 — — 6.92
Closing balance................................................................................................ 106.63 70.13 69.68 (370.86)


Equity Investments designated at FVTOCI
Rupees crores
Investment in quoted and unquoted equity instruments:
Fair value of investments........................................................................................................................................................................................ 237.86 306.14
(ii) Financial Instruments measured at amortised cost
OM
Rupees crores
Particulars Carrying Value Fair value Fair value
Level 1 Level 2 Level 3
As at 31 March, 2023
st
C
Financial assets
a) Investments 1,877.92 1,887.45 1,309.97 577.48 —
E.
b) Trade Receivables................................................. 7,310.62 7,310.62 — 7,310.62 —
c) Financial Services Receivable....................... 86,455.03 85,981.05 — — 85,981.05
d) Security Deposit.....................................................
e) Other financial assets including loans
f) Fixed Deposit including margin
313.64
3,943.91
2,001.52
LIN 313.64
3,942.72
2,001.52
—
—
—
313.64
3,940.83
2,001.52
—
1.89
—
accounts.....................................................................
Total............................................................................. 1,01,902.64 1,01,437.00 1,309.97 14,144.09 85,982.94
TA
a) Non-Current Borrowings.................................. 55,027.39 56,175.25 18,652.51 37,522.74 —
b) Lease liabilities........................................................ 3,479.84 3,479.84 — 3,479.84 —
I
AP
c) Trade Payable.......................................................... 23,835.70 23,835.70 — 23,835.70 —

d) Current Borrowings.............................................. 33,739.62 33,739.62 6,523.17 27,216.45 —
e) Other Financial Liabilities................................ 4,823.49 4,823.49 — 4,820.08 3.41
Total............................................................................. 1,20,906.04 1,22,053.90 25,175.69 96,874.81 3.41
.C

Financial assets
W
a) Investments 1,811.59 1,865.25 1,391.80 473.45 —

b) Trade Receivables................................................. 6,683.38 6,683.38 — 6,683.38 —
c) Financial Services Receivable....................... 67,657.82 67,997.01 — — 67,997.01
W
d) Security Deposit..................................................... 279.14 279.14 — 279.14 —

e) Other financial assets including loans... 3,290.91 3,291.89 — 3,096.18 195.71
W
f) Fixed Deposit including margin

accounts...................................................................... 707.43 707.43 — 707.43 —
Total............................................................................. 80,430.27 80,824.10 1,391.80 11,239.58 68,192.72
a) Non-Current Borrowings.................................. 48,625.06 52,356.74 18,575.14 33,781.60 —
b) Lease liabilities........................................................ 2,938.03 2,938.03 — 2,938.03 —
c) Trade Payable.......................................................... 19,038.10 19,038.10 — 19,038.10 —
d) Current Borrowings.............................................. 26,042.12 26,042.12 5,599.78 20,442.34 —
e) Other Financial Liabilities................................ 5,198.05 5,198.05 — 4,694.82 503.23
Total............................................................................. 1,01,841.36 1,05,573.04 24,174.92 80,894.89 503.23
There were no transfers between Level 1 and Level 2 during the year.
37. Significant acquisitions and changes in ownership

(a) Acquisition of Subsidiaries /Business
(i) Swaraj Engines Limited
On 27th September, 2022, Mahindra & Mahindra Limited (the Company) acquired additional 17.41% of voting shares of Swaraj Engines Limited
(SEL), a manufacturer of diesel engines and hi-tech engine components for fitments in tractors, based in India. Consequent to this investment,
the shareholding and voting rights of the Company in SEL increased from 34.72% to 52.13% and the status of SEL changed from an associate
to a subsidiary effective 28th September, 2022. The acquisition was made with the objective of strengthening Farm Equipment Sector.
In the consolidated financial statements, the existing shares of SEL have been remeasured at acquisition date fair value in accordance with
Ind AS 103- ‘Business Combinations’. The gain on remeasurement of existing shares at fair value have been recognised as exceptional items in
consolidated statement of profit and loss.
Consequent to gaining of control, the results of SEL have been consolidated by the Group from 28th September, 2022 on a line-by-line basis.
The consideration transferred and goodwill on acquisition is as below:
OM
Rupees crores
Particulars 2023
Purchase consideration...................................................................................................................................................................................................................................... 296.01
Fair value of previously held interest...................................................................................................................................................................................................... 673.11
C
Non Controlling interest.................................................................................................................................................................................................................................... 195.33
E.
1,164.45
Less: Fair value of net assets/(liabilities) acquired......................................................................................................................................................................... 408.04
Goodwill on acquisition.................................................................................................................................................................................................................................. 756.40
On acquisition date, the non-controlling interest has been measured at its proportionate share of identifiable assets and liabilities acquired. The
goodwill has been allocated to ‘Farm Equipment’ segment.
The fair values of assets and liabilities acquired in respect of the above business combination are as under:
LIN
Rupees crores
TA
Particulars 2023
Property, Plant and Equipment.................................................................................................................................................................................................................... 253.94
Cash and cash equivalents.............................................................................................................................................................................................................................. 5.43
I
Other current and non-current assets/(liabilities), net................................................................................................................................................................ 188.76

AP
Deferred tax assets/(liabilities), net.......................................................................................................................................................................................................... (40.56)

Fair value of net asset/(liabilities) acquired............................................................................................................................................................................... 407.57
(ii) Sampo Rosenlew Oy

.C
On 21st July, 2022, Mahindra & Mahindra Limited (the Company) acquired additional 20.87% of voting shares of Sampo Rosenlew Oy (Sampo),
a combine harvester company based in Finland. Consequent to this investment, the shareholding and voting rights of the Company in Sampo
increased from 79.13% to 100% and the status of Sampo changed from a joint venture to a subsidiary effective 22nd July, 2022. The Company’s
W
scale in tractors and Sampo’s expertise in combine harvesters will allow to offer a broader product portfolio to address the needs of farmers
in various countries.
In the consolidated financial statements, the pre-existing shares of Sampo have been remeasured at acquisition date fair value in accordance
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with Ind AS 103- ‘Business Combinations’. The gain on remeasurement of existing shares at fair value have been recognised as exceptional items
in consolidated statement of profit & loss.
Consequent to gaining of control, the results of Sampo have been consolidated by the Group from 22nd July, 2022 on a line-by-line basis.
W

Rupees crores
Particulars 2023
Purchase consideration................................................................................................................................................................................................................................... 36.51
Value of put option exercised.................................................................................................................................................................................................................... (7.29)
Fair value of previously held interest................................................................................................................................................................................................... 137.34
166.56
Less: Fair value of net assets/(liabilities) acquired...................................................................................................................................................................... (9.49)
Goodwill on acquisition............................................................................................................................................................................................................................... 176.05
The goodwill has been allocated to ‘Farm Equipment’ segment.
37. Significant acquisitions and changes in ownership (contd.)

(a) Acquisition of Subsidiaries /Business (contd.)
The fair values of assets and liabilities acquired in respect of the above business combination are as under:
Rupees crores
Particulars 2023
Intangible Assets..................................................................................................................................................................................................................................................... 16.02
Investments................................................................................................................................................................................................................................................................ 30.00
OM
Borrowings.................................................................................................................................................................................................................................................................. 167.47
Fair value of net asset/(liabilities) acquired............................................................................................................................................................................... (9.49)
(iii) Mahindra Aerospace Private Limited

On 29th March, 2023, Mahindra & Mahindra Limited (the Company) acquired additional 8.41% of voting shares of Mahindra Aerospace Private
Limited (MAPL). MAPL is engaged in the business of inter alia, research, design, manufacture, operation, assembly, and maintenance of various
C
kinds of aircrafts and aircraft components and aerostructures, directly /through its subsidiaries. Consequent to this investment, the shareholding
and voting rights of the Company in MAPL increased from 91.59% to 100% and the status of MAPL changed from a joint venture to a
E.
subsidiary effective 29th March, 2023.
In the consolidated financial statements, the pre-existing shares of MAPL have been remeasured at acquisition date fair value in accordance with
Ind AS 103- ‘Business Combinations’. The gain on remeasurement of existing shares at fair value have been recognised as exceptional items in
consolidated statement of profit & loss.

Consequent to gaining of control, the results of MAPL have been consolidated by the Group from 29th March, 2023 on a line-by-line basis.
LIN Rupees crores
Particulars 2023
TA
Purchase consideration...................................................................................................................................................................................................................................... 31.47
Fair value of previously held interest...................................................................................................................................................................................................... 342.64
374.11
I
Less: Fair value of net assets/(liabilities) acquired......................................................................................................................................................................... 201.54

AP
Goodwill on acquisition.................................................................................................................................................................................................................................. 172.57

The goodwill has been allocated to ‘Others’ segment.
The provisional fair values of assets and liabilities acquired in respect of the above business combination are as under:
.C
Rupees crores
Particulars 2023
W
Intangible Assets..................................................................................................................................................................................................................................................... 1.48

W

Borrowings.................................................................................................................................................................................................................................................................. 56.03
Fair value of net asset/(liabilities) acquired............................................................................................................................................................................... 201.70
W
(iv) Acquisition of B2B Express business of Rivigo Services Private Limited

During the year ended 31st March, 2023, MLL Express Services Private Limited, a wholly-owned subsidiary of Mahindra Logistics Limited, a
subsidiary of the Company, acquired the B2B express business of Rivigo Services Private Limited, as a going concern, on slump sale basis, for a
consideration of Rs. 218.51 crores (post adjustments as per the terms of the Business Transfer Agreement). A Goodwill of Rs. 174.41 crores
has been recognised in books pertaining to this acquisition.
(v) M.I.T.R.A Agro Equipments Private Limited

During the year, the Company has acquired 52.67% of the paid up capital of M.I.T.R.A Agro Equipments Private Limited (MITRA) for a consideration
of Rs. 61.71 crores. MITRA is an Indian Company which manufactures and sells agricultural sprayers. Following the acquisition, the shareholding
of the Company in MITRA stands increased to 100% from the existing 47.33%. Consequently, the status of MITRA changed from joint venture
to a wholly owned subsidiary of the Company. A Goodwill of Rs. 86.19 crores has been recognised in books pertaining to this acquisition.
37. Significant acquisitions and changes in ownership (contd.)

(b) Reduction in shareholding resulting in loss of control
(i) Mahindra Susten Private Limited
During the year, Mahindra Holdings Limited (MHL), a wholly owned subsidiary of the Company, divested 30% equity interest in Mahindra Susten
Private Limited (MSPL), as a result of which the shareholding and voting rights of MHL has reduced from 100% to 70%. Further, consequent to
the rights given to the investor, MSPL and its subsidiaries are accounted as joint ventures w.e.f. 23rd December, 2022. In the consolidated financial
statement, retained interest in MSPL has been remeasured at fair value in accordance with Ind AS 110-`Consolidated Financial Statements’. The
gain on equity interest sold and remeasurement of retained interest at fair value have been recognised as exceptional items in the consolidated
financial statement.
(ii) Peugeot Motocycles S.A.S.
During the year, Mahindra Two Wheelers Europe Holdings S.a.r.l. (MTWEH) a wholly owned subsidiary of the Company, entered and executed an
agreement whereby the existing 100% shareholding and voting rights of MTWEH in Peugeot Motocycles S.A.S. (PMTC) stands reduced to 50%
OM
in terms of shareholding and 19.99% in terms of voting rights. Consequently, PMTC and the subsidiaries of PMTC ceased to be subsidiaries of
MTWEH.
(c) Partial disposal of investments in associates
Mahindra CIE Automotive Limited
During the year ended 31st March, 2023, Mahindra & Mahindra Limited (the Company) sold 3,12,22,444 shares of Mahindra CIE Automotive Limited
C
(MCIE). Following this sale, the Company’s shareholding in MCIE has decreased from 11.44% to 3.20%.
(d) Held for sale
E.
During the year, investment in Sanyo Special Steel Manufacturing India Private Limited (Formerly known as Mahindra Sanyo Special Steel Private
Limited) has been classified as held for sale. The sale has been completed subsequent to 31st March, 2023 and before the financial statements have
been approved for issue by the Board.
38. During the year ended 31st March, 2023, the Company formed a wholly-owned subsidiary, Mahindra Electric Automobile Limited (MEAL) to undertake the
four-wheel passenger electric business and transferred certain existing assets to MEAL.
Further, in accordance with and subject to the terms and conditions stipulated in the Securities Subscription Agreement and Shareholders’ Agreement
entered with British International Investment Plc (BII), wherein the Company and BII each agreed to invest Rs. 1925.00 crores in MEAL in tranches, both
LIN
the Company and BII have invested Rs. 400.00 crores each till 31st March, 2023. The investment by the Company is in Equity shares of MEAL whereas
TA
investment by BII is in Compulsory Convertible Preference Shares (CCPS) of MEAL.
Unless agreed to in writing for an early conversion, each CCPS is compulsorily and automatically convertible into such number of equity shares as
determined as per a pre-determined formula at the conversion date, as per terms and conditions of the agreement (s) entered between the Company
and BII. Since the CCPS is convertible into variable number of equity shares of MEAL, it has been classified as financial liability at fair value through profit
I
or loss in the financial statements of MEAL and in the consolidated financial statements of the Company. Further, in accordance with the shareholders’
AP
agreement, the Company shall take best efforts to provide BII with a complete exit between 1st November, 2027 and 1st November, 2030 through certain
exit options (or a combination thereof), as may be determined by the Company in its sole discretion. In case exit has not been provided to BII by such time,
BII shall have the right upto 31st October, 2031 to require full exit to be provided by the Company or by its affiliates and/or a third party at the higher of
fair market value and the amount invested by the BII.
.C
39. Disclosure of interest in Subsidiaries and interest of Non Controlling Interest

(a) Details of the Group’s subsidiaries at the end of the reporting period are as follows:
Name of the Subsidiary Place of Proportion of ownership

W
Incorporation interest *
and Place of
As at 31 March,
st
Operation
W
2023 2022
Mahindra Heavy Engines Limited.................................................................................................................................................................... India 100.00% 100.00%
W
Mahindra Electric Mobility Limited #............................................................................................................................................................ India — 98.98%

NBS International Limited.................................................................................................................................................................................... India 100.00% 100.00%
Mahindra Automotive Australia Pty. Limited........................................................................................................................................... Australia 100.00% 100.00%
Mahindra Europe s.r.l. ............................................................................................................................................................................................ Italy 100.00% 100.00%
Mahindra and Mahindra South Africa (Proprietary) Limited........................................................................................................ South Africa 100.00% 100.00%
Mahindra West Africa Limited (Liquidated w.e.f. 4 January, 2023).......................................................................................
th
Nigeria — 100.00%
Mahindra Two Wheelers Limited...................................................................................................................................................................... India 100.00% 100.00%
Automobili Pininfarina GmbH............................................................................................................................................................................. Germany 100.00% 100.00%
Automobili Pininfarina Americas Inc............................................................................................................................................................. U.S.A. 100.00% 100.00%
Mahindra Automotive North America Inc.................................................................................................................................................. U.S.A. 100.00% 100.00%
39. Disclosure of interest in Subsidiaries and interest of Non Controlling Interest (contd.)
(a) Details of the Group’s subsidiaries at the end of the reporting period are as follows: (contd.)

and Place of
As at 31st March,
Operation
2023 2022
Mahindra Vehicle Sales and Service Inc..................................................................................................................................................... U.S.A. 100.00% 100.00%
Mahindra North American Technical Center, Inc................................................................................................................................... U.S.A. 100.00% 100.00%
Mahindra Bangladesh Private Limited (Liquidated w.e.f. 14th March, 2023)..................................................................... Bangladesh — 100.00%
Mahindra Electric Automobile Limited (w.e.f. 25 October, 2022)..........................................................................................
th
India 100.00% —
OM
Gromax Agri Equipment Limited...................................................................................................................................................................... India 60.00% 60.00%
Trringo.com Limited.................................................................................................................................................................................................. India 100.00% 100.00%
Mahindra USA Inc....................................................................................................................................................................................................... U.S.A. 100.00% 100.00%
Mitsubishi Mahindra Agricultural Machinery Co., Ltd $.................................................................................................................... Japan 66.67% 66.67%
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Mitsubishi Agricultural Machinery Sales Co., Ltd.................................................................................................................................. Japan 66.67% 66.67%
E.
Ryono Factory Co., Ltd............................................................................................................................................................................................ Japan 66.67% 66.67%
Ryono Engineering Co., Ltd.................................................................................................................................................................................. Japan 66.67% 66.67%
Dia Computer Service Co., Ltd........................................................................................................................................................................... Japan 66.67% 66.67%
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Ryono Asset Management Co., Ltd.................................................................................................................................................................
Mahindra Mexico S. de. R. L. (Under Liquidation).................................................................................................................................
Mahindra do Brasil Industrial Ltda.................................................................................................................................................................
Japan
Mexico
Brazil
66.67%
100.00%
100.00%
66.67%
100.00%
100.00%
Erkunt Traktor Sanayii Anonim Şirketi........................................................................................................................................................ Turkey 100.00% 100.00%
TA
Erkunt Sanayi Anonim Şirketi............................................................................................................................................................................ Turkey 98.69% 98.69%
Sampo Rosenlew Oy (w.e.f. 22 July, 2022)^........................................................................................................................................
nd
Finland 100.00% —
Swaraj Engines Limited (w.e.f. 28th September, 2022) ^^.............................................................................................................. India 52.13% —
I
M.I.T.R.A Agro Equipments Private Limited (w.e.f. 17 March, 2023) ^.................................................................................

th
India 100.00% —
AP
Kota Farm Services Limited @.......................................................................................................................................................................... India 47.81% 47.81%

Mahindra Agri Solutions Limited...................................................................................................................................................................... India 98.79% 98.79%
Mahindra EPC Irrigation Limited...................................................................................................................................................................... India 54.31% 54.40%
.C
Mahindra HZPC Private Limited....................................................................................................................................................................... India 59.22% 59.22%

Mahindra Fruits Private Limited....................................................................................................................................................................... India 98.79% 98.79%
W
OFD Holding B.V. (upto 20th April, 2022) **............................................................................................................................................. Netherlands — 82.09%
Origin Direct Asia Ltd. (upto 20 April, 2022) **.................................................................................................................................
th
Hong Kong — 49.25%
Origin Fruit Direct B.V. (upto 20th April, 2022) **................................................................................................................................ Netherlands — 82.09%
W
Origin Fruit Services South America SpA (upto 20 April, 2022) **.....................................................................................
th
Chile — 82.09%
Origin Direct Asia (Shanghai) Trading Co. Ltd. (upto 20th April, 2022) **............................................................................ China — 82.09%
W
Mahindra Fresh Fruits Distribution Holding Company (Europe) B.V.

(Liquidated w.e.f. 28th February, 2023)........................................................................................................................................................ Netherlands — 98.79%
Merakisan Private Limited (upto 7 September, 2022) **............................................................................................................
th
India — 91.59%
Mahindra First Choice Wheels Limited........................................................................................................................................................ India 55.18% 50.60%
Fifth Gear Ventures Limited................................................................................................................................................................................ India 55.18% 50.60%
Mahindra First Choice Wheels Limited ESOP Trust............................................................................................................................ India 55.18% 50.60%
Mahindra & Mahindra Financial Services Limited................................................................................................................................ India 52.24% 52.26%
Mahindra Insurance Brokers Limited............................................................................................................................................................ India 41.79% 41.81%
Mahindra Rural Housing Finance Limited.................................................................................................................................................. India 51.73% 51.87%
Mahindra Finance CSR Foundation................................................................................................................................................................ India 52.24% 52.26%

and Place of
As at 31st March,
Operation
2023 2022
MRHFL Employee Welfare Trust (ESOP).................................................................................................................................................... India 51.73% 51.87%
Mahindra & Mahindra Financial Services Limited ESOP Trust.................................................................................................... India 52.24% 52.26%
Mahindra Ideal Finance Limited........................................................................................................................................................................ Sri Lanka 30.40% 30.42%
OM
Mahindra Lifespace Developers Limited..................................................................................................................................................... India 51.28% 51.33%
Mahindra Infrastructure Developers Limited.......................................................................................................................................... India 51.28% 51.33%
Mahindra World City (Maharashtra) Limited............................................................................................................................................ India 51.28% 51.33%
Knowledge Township Limited............................................................................................................................................................................. India 51.28% 51.33%
C
Mahindra Integrated Township Limited ##............................................................................................................................................... India — 37.98%
E.
Mahindra Residential Developers Limited ##......................................................................................................................................... India — 37.98%
Industrial Township (Maharashtra) Limited.............................................................................................................................................. India 51.28% 51.33%
LIN
Anthurium Developers Limited.........................................................................................................................................................................
Mahindra Water Utilities Limited.....................................................................................................................................................................
Rathna Bhoomi Enterprises Private Limited...........................................................................................................................................
India
India
India
51.28%
50.77%
51.28%
51.33%
50.82%
51.33%
Deep Mangal Developers Private Limited................................................................................................................................................. India 51.28% 51.33%
TA
Moonshine Construction Private Limited.................................................................................................................................................. India 51.28% 51.33%
Mahindra Bloomdale Developers Limited.................................................................................................................................................. India 51.28% 51.33%
Mahindra Holidays & Resorts India Limited............................................................................................................................................. India 67.18% 67.47%
I
AP
Mahindra Hotels and Residences India Limited.................................................................................................................................... India 67.18% 67.47%

Gables Promoters Private Limited................................................................................................................................................................. India 67.18% 67.47%
Heritage Bird (M) Sdn. Bhd.................................................................................................................................................................................. Malaysia 67.18% 67.47%
.C
Infinity Hospitality Group Company Limited............................................................................................................................................ Thailand 49.71% 49.92%

MH Boutique Hospitality Limited @.............................................................................................................................................................. Thailand 32.92% 33.06%
MHR Holdings (Mauritius) Limited.................................................................................................................................................................. Mauritius 67.18% 67.47%
W
Covington S.a.r.l........................................................................................................................................................................................................... Luxembourg 67.18% 67.47%

HCR Management Oy ###.................................................................................................................................................................................. Finland — 67.47%
W
Holiday Club Resorts Oy....................................................................................................................................................................................... Finland 67.18% 67.47%

Kiinteistö Oy Himos Gardens ###.................................................................................................................................................................. Finland — 67.47%
W
Kiinteistö Oy Vanha Ykköstii ###................................................................................................................................................................... Finland — 67.47%

Kiinteistö Oy Katinnurkka ###......................................................................................................................................................................... Finland — 67.47%
Kiinteistö Oy Tenetinlahti ###.......................................................................................................................................................................... Finland — 67.47%
Kiinteistö Oy Mällösniemi ###.......................................................................................................................................................................... Finland — 67.47%
Kiinteistö Oy Rauhan Ranta 1 ###............................................................................................................................................................... Finland — 67.47%
Kiinteistö Oy Rauhan Ranta 2 ###............................................................................................................................................................... Finland — 67.47%
Kiinteistö Oy Tiurunniemi ###.......................................................................................................................................................................... Finland — 67.47%
Kiinteistö Oy Rauhan Liikekiinteistöt 1 #^............................................................................................................................................... Finland — 67.47%
Kiinteistö Oy Rauhan Liikekiinteistöt 1 (Formerly known as Supermarket Capri Oy).............................................. Finland 67.18% 67.47%

and Place of
As at 31st March,
Operation
2023 2022
Kiinteistö Oy Kylpyläntorni 1 ###................................................................................................................................................................. Finland — 67.47%
Kiinteistö Oy Spa Lofts 2 ###.......................................................................................................................................................................... Finland — 67.47%
Kiinteistö Oy Spa Lofts 3 ###.......................................................................................................................................................................... Finland — 67.47%
OM
Kiinteistö Oy Kuusamon Pulkkajärvi 1 ###............................................................................................................................................ Finland — 67.47%
Ownership Services Sweden Ab....................................................................................................................................................................... Sweden 67.18% 67.47%
Are Villa 3 AB................................................................................................................................................................................................................ Sweden 67.18% 67.47%
Holiday Club Sweden Ab Åre.............................................................................................................................................................................. Sweden 67.18% 67.47%
C
Holiday Club Sport and Spahotels AB......................................................................................................................................................... Sweden 67.18% 67.47%
E.
Holiday Club Resorts Rus LLC.......................................................................................................................................................................... Russia 67.18% 67.47%
Holiday Club Canarias Investments S.L.U.................................................................................................................................................. Spain 67.18% 67.47%
LIN
Holiday Club Canarias Sales & Marketing S.L.U....................................................................................................................................
Holiday Club Canarias Resort Management S.L.U...............................................................................................................................
Holiday Club Canarias Vacation Club SLU................................................................................................................................................
Spain
Spain
Spain
67.18%
67.18%
67.18%
67.47%
67.47%
67.47%
Arabian Dreams Hotel Apartments LLC @............................................................................................................................................... U.A.E 32.92% 33.06%
TA
Mahindra Holidays & Resorts India Limited ESOP Trust................................................................................................................ India 67.18% 67.47%
Mahindra Holidays & Resorts Harihareshwar Limited (w.e.f. 23 August, 2022).......................................................... rd
India 67.18% —
I
Guestline Hospitality Management and Development Services Limited (w.e.f 2 December, 2022)............ nd
India 66.10% —
AP
Mahindra Logistics Limited.................................................................................................................................................................................. India 58.09% 58.18%

Lords Freight (India) Private Limited............................................................................................................................................................ India 57.54% 57.63%
2 x 2 Logistics Private Limited........................................................................................................................................................................ India 31.95% 32.00%
.C
MLL Express Services Private Limited (Formerly known as Meru Travel Solutions Private Limited)............ India 58.09% 100.00%
MLL Mobility Private Limited (Formerly known as Meru Mobility Tech Private Limited)........................................ India 58.09% 100.00%
W
V-Link Fleet Solutions Private Limited........................................................................................................................................................ India 58.09% 100.00%

V-Link Automotive Services Private Limited........................................................................................................................................... India 58.09% 100.00%
W
V-Link Freight Services Private Limited (w.e.f 9 September, 2022)....................................................................................

th
India 58.09% —
MLL Global Logistics Limited (w.e.f 6 December, 2022)..............................................................................................................
th
U.K. 58.09% —
W
Mahindra Two Wheelers Europe Holdings S.a.r.l................................................................................................................................... Luxembourg 100.00% 100.00%

Peugeot Motocycles S.A.S. (upto 31 January, 2023) **................................................................................................................
st
France — 100.00%
Peugeot Motocycles Deutschland GmbH (upto 31st January, 2023) **.............................................................................. Germany — 100.00%
Peugeot Motocycles Italia S.p.A. (Under liquidation) (upto 31st January, 2023) **...................................................... Italy — 100.00%
PMTC Engineering SPA (upto 31st January, 2023) **........................................................................................................................ Italy — 100.00%
Mahindra Tractor Assembly, Inc. (Liquidated w.e.f 21st October, 2022)................................................................................ U.S.A. — 100.00%
Bristlecone Limited................................................................................................................................................................................................... Cayman
Islands 97.19% 97.06%
Bristlecone Consulting Limited......................................................................................................................................................................... Canada 97.19% 97.06%

and Place of
As at 31st March,
Operation
2023 2022
Bristlecone (Malaysia) Sdn. Bhd....................................................................................................................................................................... Malaysia 97.19% 97.06%
Bristlecone International AG.............................................................................................................................................................................. Switzerland 97.19% 97.06%
Bristlecone UK Limited........................................................................................................................................................................................... U.K. 97.19% 97.06%
OM
Bristlecone Inc.............................................................................................................................................................................................................. U.S.A. 97.19% 97.06%
Bristlecone Middle East DMCC.......................................................................................................................................................................... U.A.E. 97.19% 97.06%
Bristlecone India Limited....................................................................................................................................................................................... India 97.19% 97.06%
Bristlecone GmbH...................................................................................................................................................................................................... Germany 97.19% 97.06%
C
Bristlecone (Singapore) Pte. Limited............................................................................................................................................................ Singapore 97.19% 97.06%
E.
Bristlecone Internacional Costa Rica Limited......................................................................................................................................... U.S.A. 97.19% 97.06%
Mahindra Susten Private Limited (upto 22 December, 2022) ^^^......................................................................................
nd
India — 100.00%
Mahindra Renewables Private Limited (upto 22 December, 2022) ^^^..........................................................................
nd
nd
Neo Solren Private Limited (upto 22 December, 2022) ^^^...................................................................................................

Astra Solren Private Limited (upto 22 December, 2022) ^^^................................................................................................
nd
LIN India
India
India
—
—
—
100.00%
100.00%
100.00%
Mega Suryaurja Private Limited (upto 22 December, 2022) ^^^.........................................................................................
nd
India — 100.00%
TA
MSPL International DMCC (upto 22 December, 2022) ^^^......................................................................................................
nd
Dubai — 100.00%
Brightsolar Renewable Energy Private Limited (upto 22 December, 2022) ^^^......................................................
nd
India — 100.00%
Martial Solren Private Limited (upto 22 December, 2022) ^^^............................................................................................
nd
India — 100.00%
I
AP
Mahindra Teqo Private Limited......................................................................................................................................................................... India 100.00% 100.00%

Mahindra Solarize Private Limited................................................................................................................................................................. India 100.00% 100.00%
Resurgence Solarize Urja Private Limited (w.e.f. 29th August, 2022).................................................................................... India 100.00% —
.C
Emergent Solren Private Limited (w.e.f. 9th November, 2022)................................................................................................... India 100.00% —
Mahindra Accelo Limited (Formerly known as Mahindra Intertrade Limited).................................................................. India 100.00% 100.00%
W
Mahindra Steel Service Centre Limited...................................................................................................................................................... India 61.00% 61.00%

Mahindra Electrical Steel Private Limited................................................................................................................................................. India 100.00% 100.00%
W
Mahindra Auto Steel Private Limited........................................................................................................................................................... India 75.50% 51.00%

Mahindra MiddleEast Electrical Steel Service Centre (FZC)........................................................................................................ U.A.E. 90.00% 90.00%
W
Mahindra MSTC Recycling Private Limited............................................................................................................................................... India 50.00% 50.00%

PT Mahindra Accelo Steel Indonesia............................................................................................................................................................. Indonesia 99.98% 99.98%
Mahindra Defence Systems Limited.............................................................................................................................................................. India 100.00% 100.00%
Mahindra Emirates Vehicle Armouring FZ-LLC....................................................................................................................................... U.A.E. 88.00% 88.00%
Mahindra Armored Vehicles Jordan, LLC.................................................................................................................................................... Jordan 88.00% 88.00%
Mahindra Telephonics Integrated Systems Limited (w.e.f. 17 June, 2022) ^.................................................................
th
India 100.00% —
Mahindra Aerospace Private Limited (w.e.f 29 March, 2023) ^..............................................................................................
th
India 100.00% —
Mahindra Aerostructures Pvt Ltd (w.e.f. 29 March 2023) ^.....................................................................................................
th
India 100.00% —
Mahindra Aerospace Australia Pty Ltd (w.e.f. 29th March 2023) ^.......................................................................................... Australia 100.00% —

and Place of
As at 31st March,
Operation
2023 2022
Gipps Aero Pty Ltd (w.e.f 29th March, 2023) ^...................................................................................................................................... Australia 100.00% —
Airvan Flight Services Pty Ltd (w.e.f 29 March, 2023) ^............................................................................................................
th
Australia 100.00% —
GA8 Airvan Pty Ltd (w.e.f 29th March, 2023) ^..................................................................................................................................... Australia 100.00% —
GA200 Pty Ltd (w.e.f 29 March, 2023) ^...............................................................................................................................................
th
OM
Nomad TC Pty Ltd (w.e.f 29th March, 2023) ^....................................................................................................................................... Australia 100.00% —
Airvan 10 Pty Ltd (w.e.f 29 March, 2023) ^........................................................................................................................................
th
Mahindra Consulting Engineers Limited (upto 16th March, 2023) **...................................................................................... India — 88.35%
Mahindra Consulting Engineers Limited ESOP Trust (upto 16th March, 2023) **......................................................... India — 88.35%
C
Mahindra Namaste Limited (upto 16th March, 2023) **.................................................................................................................. India — 88.35%
E.
Mahindra Airways Limited..................................................................................................................................................................................... India 100.00% 100.00%
Mahindra Automotive Mauritius Limited.................................................................................................................................................... Mauritius 100.00% 100.00%
Mahindra Holdings Limited.................................................................................................................................................................................. India 100.00% 100.00%
Mahindra Overseas Investment Company (Mauritius) Limited...................................................................................................
LIN
Mahindra Racing UK Limited..............................................................................................................................................................................
Mahindra Integrated Business Solutions Private Limited..............................................................................................................
Mauritius
U.K.
India
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
Mahindra eMarket Limited................................................................................................................................................................................... India 83.47% 83.47%
TA
Mahindra Construction Company Limited................................................................................................................................................. India 65.27% 65.30%
Officemartindia.com Limited............................................................................................................................................................................... India 50.00% 50.00%
Mahindra & Mahindra Contech Limited @................................................................................................................................................. India 46.66% 46.66%
I
Mahindra Waste To Energy Solutions Limited........................................................................................................................................ India 100.00% 87.39%

AP
Mahindra Telecom Energy Management Services Limited............................................................................................................ India 100.00% 100.00%

New Democratic Electoral Trust @............................................................................................................................................................... India 33.36% 33.37%
Sunrise Initiatives Trust......................................................................................................................................................................................... India 100.00% 100.00%
.C
Mumbai Mantra Media Limited.......................................................................................................................................................................... India 100.00% 100.00%

Mahindra Marine Private Limited.................................................................................................................................................................... India 81.58% 81.58%
W
Mahindra & Mahindra Benefit Trust.............................................................................................................................................................. India 100.00% 100.00%

Mahindra & Mahindra ESOP Trust.................................................................................................................................................................. India 100.00% 100.00%
* excluding shares issued to ESOP Trusts of the respective entities /their holding companies but not allotted to employees.
W
@ entities have been treated as subsidiaries even though the Group holds less than half of the voting power in these entities as it has unilateral control
over the investees due to other factors that give power like control over composition of board, management control etc.
W
$ In addition to JPY750 million Common Stock (which represents 33.33% of the Common stock), the Company owns the entire JPY2250 million
“Class A” shares (shares with no voting rights); “Class A” shares have rights over dividend and liquidation on an equal basis with Common Stock.
^ During the year ended March 2023, the Controlling status was changed from joint venture to subsidiary.
^^ During the year ended March 2023, the Controlling status was changed from associate to subsidiary.
^^^ During the year ended March 2023, the Controlling status was changed from subsidiary to joint venture.
# Entities have been merged with Mahindra and Mahindra Limited.
## Entities have been merged with Mahindra World City Developers Limited, a joint venture of the company.
### Entities have been merged with Holiday Club Resorts Oy, a subsidiary of the company.
#^ Entities have been merged with Supermarket Capri Oy, a subsidiary of the company.
** Entity has been disposed off and ceased to be a Subsidiary.
(b) Details of Non-Wholly Owned Subsidiaries that have material Non Controlling Interest
Rupees crores
Sr. Name of the Subsidiary Place of Proportion of Ownership Profit /(Loss) allocated Accumulated non
No. Incorporation Interest and voting rights to non controlling Controlling Interest
and Place of held by non controlling interest
Operation interests
2023 2022 2023 2022 2023 2022
1 Mahindra & Mahindra Financial
Services Limited.................................................... India 47.76% 47.74% 1,016.74 583.60 9,077.43 8,278.02
OM
2 Individually Immaterial
Non Controlling Interest.................................. 76.24 92.09 1,638.89 1,424.60
Total.............................................................................. 1,092.98 675.69 10,716.32 9,702.62
Mahindra & Mahindra Financial Services Limited’s Principal Activity - Financing and leasing of automobiles, tractors, commercial vehicles, SMEs and
housing finance.
C
(c) Summarised financial information in respect of each of the Group’s subsidiaries that has material non-controlling interests is set out
E.
below. The summarised financial information below represents amounts based on their consolidated financial statements.
Rupees crores
Particulars
LIN Mahindra & Mahindra
Financial Services
Limited-Consolidated
2023 2022
TA
Current Assets........................................................................................................................................................................................................................................................... 41,699.91 36,247.94
Non Current Assets............................................................................................................................................................................................................................................... 63,384.86 47,560.71
Current Liabilities.................................................................................................................................................................................................................................................... 33,817.14 26,024.00

I
AP
Non Current Liabilities......................................................................................................................................................................................................................................... 52,566.19 40,746.88
Equity Interest Attributable to the owners.......................................................................................................................................................................................... 18,560.09 16,896.31
Non Controlling Interest..................................................................................................................................................................................................................................... 141.35 141.46

.C
Revenue......................................................................................................................................................................................................................................................................... 12,832.40 11,400.51
Expenses........................................................................................................................................................................................................................................................................ 10,761.20 10,250.17

W
Profit/(Loss) for the year................................................................................................................................................................................................................................... 2,071.20 1,150.34
Profit/(Loss) attributable to the owners of the company......................................................................................................................................................... 2,072.40 1,136.87

W
Profit/(Loss) attributable to the Non-Controlling Interest......................................................................................................................................................... (1.20) 13.47
Opening Cash & Cash Equivalents.............................................................................................................................................................................................................. 765.32 808.53

W
Closing Cash & Cash Equivalents................................................................................................................................................................................................................. 586.53 765.32
Net Cash inflow/(outflow)................................................................................................................................................................................................................................. (178.79) (43.21)
Dividends paid to non controlling interest............................................................................................................................................................................................ 212.92 47.02

40. Investment in Joint Arrangements and Associates

Interests in Joint Ventures:
The Group’s interests in jointly controlled entities of the Group are:
Name of the Entity Place of Proportion of ownership

Incorporation and interest
Place of Operation
As at 31st March,
2023 2022
Mahindra Ideal Lanka (Private) Limited India 35.00% 35.00%
Carnot Technologies Private Limited # India 73.00% 73.00%
OM
Sampo Rosenlew Oy (upto 21st July, 2022) #^ Finland — 79.13%
Sampo Algeria SpA (w.e.f. 22nd July, 2022) Algeria 38.00% —
M.I.T.R.A Agro Equipments Private Limited (upto 16th March, 2023) ^ India — 49.00%
Mahindra Top Greenhouses Private Limited # India 60.00% 60.00%
C
Mahindra Summit Agriscience Limited # India 60.00% 60.00%
Mahindra Manulife Investment Management Private Limited # India 51.00% 51.00%
E.
Mahindra Manulife Trustee Private Limited # India 51.00% 51.00%
Mahindra World City (Jaipur) Limited # India 74.00% 74.00%
Mahindra World City Developers Limited #
Mahindra Industrial Park Chennai Limited #
Mahindra Homes Private Limited #
LIN India
India
India
89.00%
60.00%
73.38%
89.00%
60.00%
72.51%
Mahindra Inframan Water Utilities Private Limited India 50.00% 50.00%
TA
Mahindra Industrial Park Private Limited ** India 100.00% 100.00%
Mahindra Happinest Developers Limited # India 51.00% 51.00%
Kiinteistö Oy Vierumäen Kaari** Japan 100.00% 100.00%
I
Tropiikin Rantasauna Oy Finland 50.00% 50.00%

AP
Transtech Logistics Private Limited India 39.79% 39.79%

Jinan Qingqi Peugeot Motocycles Co Ltd. (upto 31st January, 2023) China — 50.00%
Classic Legends Private Limited # India 60.00% 60.00%
.C
Mahindra-BT Investment Company (Mauritius) Limited # Mauritius 57.00% 57.00%

Marvel Solren Private Limited (upto 22nd December, 2022)# India — 51.00%
Mahindra Susten Private Limited (w.e.f 23rd December, 2022) ^^ # India 70.00% —
W
Mahindra Telephonics Integrated Systems Limited (upto 16 June, 2022) #^

th
India — 51.00%
Sanyo Special Steel Manufacturing India Private Limited (formerly known as Mahindra Sanyo Special
W
Steel Private Limited) India 22.81% 22.81%

Mahindra Aerospace Private Limited (upto 28th March, 2023) #^ India — 91.59%
Zoomcar Inc U.S.A. 3.28% 16.83%
W
Smartshift Logistics Solutions Private Limited India 26.26% 26.28%

New Delhi Centre for Sight Limited India 30.83% 30.83%
Aquasail Distribution Company Private Limited India 17.65% 17.65%
# Entities have been treated as Joint Ventures even though the Group holds more than half of the voting power in these entities as it does not have
unilateral control over the investee, primarily due to existence of agreements that give the substantive rights to other investors.
** As per agreement with other shareholders, the economic interest of Mahindra Lifespace Developers Limited and Kiinteistö Oy Vierumäen Kaari
is 50%.
^ During the year ended March 2023, the Controlling status was changed from joint venture to subsidiary.
^^ During the year ended March 2023, the Controlling status was changed from subsidiary to joint venture.
40. Investment in Joint Arrangements and Associates (contd.)

Interests in Associates:
The Group’s interests in associates are:
Name of the Entity Place of Proportion of ownership

Incorporation and interest
Place of Operation
As at 31st March,
2023 2022
Tech Mahindra Limited India 28.21% 28.28%
PF Holdings B.V. Netherlands 40.00% 40.00%
OM
Swaraj Engines Limited (upto 27 September, 2022) ^^
th
India — 34.72%
Shiga Mitsubishi Agricultural Machinery Sales Co., Ltd. Japan 22.40% 22.40%
Kagawa Mitsubishi Agricultural Machinery Sales Co., Ltd. Japan 33.33% 33.33%
Okanetsu Industry Co., Ltd. Japan 33.77% 33.77%
C
Kitaiwate Ryono Co., Ltd. Japan 25.00% 25.00%
Aizu Ryono Co., Ltd. Japan 21.25% 21.25%
E.
Joban Ryono Co., Ltd. Japan 20.00% 20.00%
FukuryoKiki Hanbai Co., Ltd. Japan 20.00% 20.00%
Ibaraki Ryono Co., Ltd.
Kotobuki Noki Co, Ltd.
Honda Seisakusyo, Inc.
LIN Japan
Japan
Japan
21.64%
33.33%
25.00%
21.64%
33.33%
25.00%
Yamaichi Honten Co., Ltd. Japan 42.85% 42.85%
TA
Resson Aerospace Corporation # Canada 13.83% 11.65%
Kumsan Dokum Mazelmeri A.S. Turkey 25.10% 25.10%
HDG-Asia Ltd (upto 20 April, 2022)
th
Netherlands — 50.00%
I
AP
Mahindra Finance USA LLC U.S.A. 49.00% 49.00%

Mahindra CIE Automotive Limited # * India 3.20% 11.44%
CIE Automotive S.A. # Spain 7.83% 7.83%
.C
Mahindra Knowledge Park Mohali Limited India 46.15% 46.15%

AMIP Industrial Parks Private Limited (w.e.f 10 October, 2022)
th
India 26.00% —
Kiinteistö Oy Seniori-Saimaa Finland 31.15% 31.15%
W
Great Rocksport Private Limited (w.e.f. 16th April, 2022) India 23.42% —
ZipZap Logistics Private Limited (w.e.f 8th April, 2022) India 36.00% —
W
ReNew Sunlight Energy Private Limited India 37.21% 37.21%

Brainbees Solutions Private Limited # India 12.42% 12.42%
W
PSL Media & Communications Limited India 40.00% 40.00%

The East India Company Group Limited BVI # Singapore 18.62% 18.62%
Medwell Ventures Private Limited India 31.45% 31.45%
The financial statements of the Associates are drawn upto 31st March, 2023 other than for CIE Automotive S.A. and Mahindra CIE Automotive Limited
where it is upto 31st December, 2022.
# Entities have been treated as Associate even though the Group holds less than 20% of the voting power in these entities as it has influence over
the entity due to the board representation.
^^ During the year ended March 2023, the Controlling status was changed from associate to subsidiary.
* Post 31st March, 2023, the Company has sold its entire shareholding in Mahindra CIE Automotive Limited
All of the above associates/Joint ventures are accounted for using the equity method in consolidated financial statements.
40. Investment in Joint Arrangements and Associates (contd.)

Summarised financial information in respect of the Group’s material associate is set out below
Rupees crores
Particulars Tech Mahindra Limited -

Consolidated
2023 2022
Current assets
Cash and cash equivalents................................................................................................................................................................................................................................... 4,056.30 3,788.90
Other assets................................................................................................................................................................................................................................................................... 20,376.40 20,666.76
OM
Total current assets.................................................................................................................................................................................................................................................. 24,432.70 24,455.66
Total Non-current assets....................................................................................................................................................................................................................................... 21,720.56 20,415.09
Current liabilities
C
Financial liabilities....................................................................................................................................................................................................................................................... 9,167.40 8,875.54
E.
Other Liabilities............................................................................................................................................................................................................................................................. 5,384.00 4,859.70
Total current liabilities............................................................................................................................................................................................................................................. 14,551.40 13,735.24
LIN
Total Non-current liabilities..................................................................................................................................................................................................................................
Non-controlling interest.........................................................................................................................................................................................................................................
3,207.20
470.20
3,754.40
495.40
Revenue from Operations..................................................................................................................................................................................................................................... 53,290.19 44,645.98

TA
Interest Income............................................................................................................................................................................................................................................................. 105.00 90.40
Depreciation and amortisation.......................................................................................................................................................................................................................... 1,956.70 1,520.40
I
Impairment of Goodwill and non-current assets.................................................................................................................................................................................. 237.03 —

AP
Interest Cost................................................................................................................................................................................................................................................................... 325.60 162.60

Income tax expense.................................................................................................................................................................................................................................................. 1,588.50 1,822.00
Profit /(Loss) for the year..................................................................................................................................................................................................................................... 4,856.96 5,630.08
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Other Comprehensive Income/(Loss) for the year.............................................................................................................................................................................. 314.80 231.20

Total Other Comprehensive Income for the year................................................................................................................................................................................ 5,171.76 5,861.28
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Tech Mahindra Limited’s Principal Activity - Information Technology (IT) and IT Enabled Services
Reconciliation of the above summarised financial information to the carrying amount of the interest in the associate recognised in the consolidated
financial statements:
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Rupees crores
Particulars Tech Mahindra Limited -

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Consolidated
2023 2022
Closing Net assets..................................................................................................................................................................................................................................................... 27,924.46 26,885.71

Group’s share in %.................................................................................................................................................................................................................................................... 28.21% 28.28%
Group’s share (Rs)...................................................................................................................................................................................................................................................... 7,877.49 7,603.28
Goodwill............................................................................................................................................................................................................................................................................. 540.45 540.83
Carrying amount......................................................................................................................................................................................................................................................... 8,417.94 8,144.11
Market Value.................................................................................................................................................................................................................................................................. 27,350.21 37,219.47
41. Related party disclosures

(a) Names of related parties where transactions have taken place during the year:
(i) Associates:
1 Tech Mahindra Limited 21 Medwell Ventures Private Limited
2 Mahindra CIE Automotive Limited 22 Golde Wuhan Co., Ltd
3 CIE Automotive, S.A. 23 Kiinteistö Oy Seniori-Saimaa
4 Swaraj Engines Limited (upto 27th September, 2022) 24 ReNew Sunlight Energy Private Limited
5 Mahindra Finance USA, LLC 25 Shiga Mitsubishi Agricultural Machinery Sales Co., Ltd.
6 PF Holdings B.V. 26 Kagawa Mitsubishi Agricultural Machinery Sales Co., Ltd.
7 Pininfarina S.p.A. 27 Okanetsu Industry Co., Ltd.
OM
8 Mahindra Educational Institutions 28 Kitaiwate Ryono Co., Ltd.
9 Satyam Venture Engineering Services Private Limited 29 Aizu Ryono Co, Ltd.
10 Tech Mahindra (Shanghai) Co. Limited 30 Joban Ryono Co., Ltd.
11 Tech Mahindra Foundation 31 Fukuryo Kiki Hanbai Co., Ltd.
12 Brainbees Solutions Private Limited 32 Ibaraki Ryono Co., Ltd.
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13 PSL Media & Communications Limited 33 Yamaichi Honten Co., Ltd.
14 Kumsan Dokum Mazelmeri A.S. 34 Tech Mahindra Business Services Limited
E.
15 Comviva Technologies Limited 35 Aurangabad Electricals, Ltd
16 Pininfarina Engineering S.R.L 36 Golde Bengaluru India Private Limited
17 Golde Pune Automotive India, Pvt Ltd. 37 Great Rocksport Private Limited (w.e.f. 16th April, 2022)
18
19
20
Participaciones Internacionales Autometal Dos S.L.
Born Commerce Private Limited
Tech Mahindra (Americas) Inc.
38
39
LIN Mahindra University
ZipZap Logistics Private Limited (w.e.f. 8th April, 2022)
(ii) Joint Ventures:

TA
1 Classic Legends Private Limited 19 Mahindra Industrial Park Private Limited
2 Mahindra Aerospace Private Limited (upto 28th March, 2023) 20 Mahindra Industrial Park Chennai Limited
I
3 Sanyo Special Steel Manufacturing India Private Limited 21 Mahindra Telephonics Integrated Systems Limited (upto 16th June, 2022)
AP
(formerly known as Mahindra Sanyo Special Steel Private

Limited)
4 Mahindra World City (Jaipur) Limited 22 Mahindra Happinest Developers Limited
5 Mahindra World City Developers Limited 23 Zoomcar India Private Limited
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6 Gippsaero Pty. Limited (upto 28th March, 2023) 24 Mahindra Inframan Water Utilities Private Limited
7 Mahindra Aerostructures Private Limited 25 Mahindra-BT Investment Company (Mauritius) Limited
(upto 28th March, 2023)
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8 Sampo Algeria Spa (w.e.f. 22nd July, 2022) 26 Jinan Qingqi Peugeot Motocycles Co Ltd (upto 31st January, 2023)
9 Mahindra Ideal Lanka (Private) Limited 27 Smartshift Logistics Solutions Private Limited
10 Sampo-Rosenlew Oy (upto 21st July, 2022) 28 Mahindra Summit Agriscience Limited
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11 M.I.T.R.A. Agro Equipments Private Limited 29 Carnot Technologies Private Limited

(upto 16th March, 2023)
12 Mahindra Top Greenhouses Private Limited 30 Marvel Solren Private Limited (upto 22nd December, 2022)
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13 Mahindra Homes Private Limited 31 Mahindra Manulife Investment Management Private Limited
14 Transtech Logistics Private Limited 32 Mahindra Manulife Trustee Private Limited
15 Aquasail Distribution Company Private Limited 33 Mega Suryaurja Private Limited (w.e.f 23rd December, 2022)
16 Mahindra Aerospace Australia Pty Ltd (upto 28th March 2023) 34 Martial Solren Private Limited (w.e.f 23rd December, 2022)
17 Mahindra Susten Private Limited (w.e.f 23rd December, 2022) 35 Mahindra Renewables Private Limited (w.e.f 23rd December, 2022)
18 Tropiikin Rantasauna Oy
41. Related party disclosures (contd.)

(a) Names of related parties where transactions have taken place during the year: (contd.)
(iii) Key Management Personnel (KMP):
Sr. No. Name of KMP Designation
1 Mr. Anand G. Mahindra Chairman
2 Dr. Anish Shah Managing Director and CEO
3 Mr. Rajesh Jejurikar Executive Director and CEO (Auto and Farm Sector)
4 Dr. Vishakha N. Desai Independent Director
5 Mr. Vikram Singh Mehta Independent Director
6 Mr. T. N. Manoharan Independent Director
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7 Mr. Haigreve Khaitan Independent Director
8 Mrs. Shikha Sharma Independent Director
9 Mr. C. P. Gurnani Non-Executive Non-Independent Director
10 Ms. Nisaba Godrej Independent Director
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11 Mr. Muthiah Murugappan Independent Director
12 Mr. Vijay Kumar Sharma Nominee Director
E.
(iv) Close member of KMP and entities controlled/jointly controlled by KMP:
Sr. No. Close member of KMP Sr. No. Close member of KMP
1
2
Mrs. Anuradha Mahindra
Mrs. Radhika Nath
4
5
LIN
Mrs. Vasundhara Modi
Mrs. Veena Jejurikar
3 Dr. T. N. Gajendran
TA
Sr. No. Entities controlled/jointly controlled by KMP
1 The Indian & Eastern Engineer Company Private Limited
2 Araku Originals Private Limited
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3 Harulika Ventures LLP

AP
(v) Entity belonging to Promoter/Promoter Group holding 10% or more in the company:
Sr. No. Name of the Company

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1 Prudential Management & Services Private Limited
(vi) Welfare Funds/Post-employment benefit plans:

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Sr. No. Name of the Funds Sr. No. Name of the Funds
1 M&M Employees' Welfare Fund 1 5 Mahindra & Mahindra Limited Gratuity Scheme
2 M&M Employees' Welfare Fund 2 6 Mahindra & Mahindra Limited Staff Provident Fund
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3 M&M Employees' Welfare Fund 3 7 Mahindra And Mahindra Limited Staff & Workmen's Superannuation
Scheme
4 Mahindra World School Education Trust 8 Mahindra And Mahindra Limited Superannuation Scheme
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(b) The related party transactions are as under:
Rupees crores
Sr. Nature of Transactions For the Year Associates/ Joint KMP /KMP Close Entity Welfare
No. Ended 31 Associates of Ventures/ Exercising members belonging to Funds/Post-
March Subsidiaries/ Joint Significant of KMP and Promoter/ employment
Subsidiaries Ventures of Influence/ Entities Promoter benefit
of Associate Subsidiaries close controlled/ Group plans
member of jointly holding 10%
KMP controlled or more in
by KMP the company
OM
1. Purchases:
Goods............................................................. 2023 3,295.42 222.16 — — — —
2022 2,881.64 428.59 — — — —
Property, plant & equipment
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and Intangible assets.......................... 2023 40.01 0.04 — — — —
2022 16.75 0.04 — — — —
E.
Services........................................................ 2023 456.57 29.76 — — — —
2022 220.20 10.87 — — — —
2. Sales:
Goods............................................................. 2023 303.54
LIN
978.16 — — — —
2022 235.81 749.95 — — — —
TA
Property, plant and equipment.... 2023 — * — — — —
2022 0.01 * — — — —
Services........................................................ 2023 74.42 80.98 0.14 — — —
I
AP
2022 39.77 64.82 — 0.55 — 0.01

3. Investments:
Purchases/subscribed/
conversion.................................................. 2023 12.00 72.47 0.06 — — —
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2022 14.47 110.50 — — — —
Proceeds from sale of shares...... 2023 234.91 — — — — —

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2022 — — — — — —
Proceeds from capital

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reduction/buyback of shares......... 2023 — 70.93 — — — —
2022 — 55.05 — — — —
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4. Management contracts including

deputation of personnel:
From parties.............................................. 2023 — 0.79 — — — —
2022 6.84 1.88 — — — —
To parties.................................................... 2023 3.67 1.26 — — — —
2022 6.84 1.88 — — — —
5. Managerial remuneration................. 2023 — — 27.21 — — —
2022 — — 38.54 — — —

(b) The related party transactions are as under: (contd.)
Rupees crores
by KMP the company
OM
6. Stock options................................................... 2023 — — 6.98 — — —
2022 — — 5.18 — — —
7. Commission and other benefits
to non-executive/independent
directors (including nominee
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directors) **........................................................ 2023 — — 3.89 — — —
2022 — — 3.89 — — —
E.
8. Others (sitting fees) #....................... 2023 — — 0.14 — — —
2022 — — — — — —
9. Finance:
Inter corporate deposits/loan
LIN
given............................................................... 2023 — 580.00 — — — —
TA
2022 — 202.43 — — — —
Inter Corporate Deposits/loan
refunded by parties............................. 2023 — 170.72 0.61 — — 5.00
I
2022 — 173.89 7.22 — — 5.00

AP
Debenture redeemed by related

parties........................................................... 2023 — — — — — —
2022 1.00 13.62 — — — —
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Debenture redeemed to related

parties........................................................... 2023 — — — — — —
2022 150.00 — — — — —
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Inter corporate deposits /loan

taken.............................................................. 2023 50.86 0.77 — 2.14 — —
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2022 200.90 — — — — —
refunded...................................................... 2023 51.55 0.62 — 2.19 — —
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2022 510.90 — — — — —
Invoice Discounting.............................. 2023 4,141.43 — — — — —
2022 3,742.49 — — — — —
Interest income....................................... 2023 — 36.09 0.03 — — —
2022 — 15.19 0.11 — — —
Interest expense.................................... 2023 12.71 5.85 — 0.16 — —
2022 19.64 9.24 — — — —
Dividend received.................................... 2023 1,296.66 94.35 — — — —
2022 1,212.48 33.30 — — — —

Rupees crores
by KMP the company
OM
Dividend distributed............................... 2023 — — 2.15 0.65 163.46 1.48
2022 — — 1.49 0.48 123.83 1.12
Share application money given... 2023 — — — — — —
2022 — 62.27 — — — —
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10. Guarantees and collaterals
given (transactions during the
E.
year)................................................................ 2023 — — — — — —
2022 — 42.25 — — — —
11. Guarantees and collaterals

taken(transactions during the
year)................................................................ 2023 —
LIN — — — — —
2022 0.29 — — — — —
TA
12. Other Transactions:
Other income........................................... 2023 2.99 16.76 — 0.50 — —
2022 15.73 19.75 — * — —

I
AP
Other expenses....................................... 2023 94.93 5.15 — 0.21 — 321.28
2022 2.05 — — 0.20 — 237.02
Reimbursements received from

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parties........................................................... 2023 39.30 25.12 — 0.02 — 42.41
2022 9.30 17.99 0.18 0.02 — 40.53
Reimbursements made to
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parties........................................................... 2023 0.71 18.64 — — — —
2022 1.02 7.00 — — — —

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13. Outstandings:
Trade and other payable.................. 2023 459.24 22.84 * 0.03 — —
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2022 460.22 114.21 3.18 0.05 — —

Trade and other receivables............. 2023 52.83 166.18 — — — 42.41
2022 104.82 80.75 0.96 0.01 — 32.45
Debentures/preference shares
issued by parties.................................... 2023 — 204.32 — — — —
2022 — 84.07 — — — —
Debentures issued to parties............. 2023 — 54.71 — — — —
2022 — 54.71 — — — —

Rupees crores
by KMP the company
OM
Inter corporate deposits given.... 2023 — 742.58 0.38 — — —
2022 — 100.92 — — — —
taken.............................................................. 2023 200.21 24.69 — 2.59 — —
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2022 200.90 17.55 — — — —
14. Security deposit paid.......................... 2023 0.02 — — — — —
E.
2022 0.02 0.89 — — — —
15. Advances given........................................... 2023 — 1.18 — — — —
16 Guarantees given outstanding

2022
2023 553.66
—
LIN —
—
—
—
—
—
—
—
—
—
2022 521.98 42.25 — — — —
TA
# In addition, Mr. Anand G. Mahindra is entitled to the Benefits under the Special Post Retirement Benefit Scheme
** includes sitting fees and commission paid/payable to Khaitan & Co., in which Mr. Haigreve Khaitan is a partner.
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42. Segment information

AP
Operating Segments
The reportable segments of the Group are Automotive, Farm Equipment, Financial Services, Real Estate, Hospitality and Others. The segments are largely
organised and managed separately according to the organisation structure that is designed based on the nature of products and services and profile
of customers. Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker.
Description of the each of the reportable segments is as under:
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Automotive: This segment comprises of sale of automobiles, spares, mobility solutions, construction equipments and related services.
Farm Equipment: This segment comprises of sale of tractors, implements, spares and related services.
Financial Services: This segment comprises of offering financial products ranging from retail and other loans, SME finance, housing finance, mutual funds
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and life and non-life insurance broking services.

Real Estate: This segment comprises of projects, project management & development and operating of commercial complexes.
Hospitality: This segment comprises of sale of timeshare and vacation ownership.
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Others: This segment mainly comprises of IT Services, after-market, defence, steel trading and processing, logistics, solar, powerol, agri business,
two-wheelers, etc.
The Chief Operating Decision Maker (“CODM”) evaluates the companies performance and allocates resources based on an analysis of various performance
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indicators by operating segments. The CODM reviews revenue and gross profit as the performance indicator for all of the operating segments.
The measurement of each segment’s revenues, expenses, assets and liabilities is consistent with the accounting policies that are used in preparation of
the consolidated financial statements. Segment result represents the profit before interest and tax without allocation of central administration costs,
share of profit /(loss) of associates and joint ventures.
42. Segment Information (contd.)
Information regarding the Group’s reportable segments is presented below:

Rupees crores
Particulars Automotive Farm Financial Real Estate Hospitality Others Total Eliminations Consolidated
Equipment Services Total
Revenue
External Revenue........................................................ 59,502.69 31,690.61 12,554.28 614.27 2,524.84 14,381.86 1,21,268.55 — 1,21,268.55
36,705.85 26,828.22 11,209.23 393.30 2,058.69 12,975.28 90,170.57 — 90,170.57
Inter Segment Revenue.......................................... 311.89 337.56 — 2.22 0.51 2,891.54 3,543.72 (3,543.72) —
306.77 231.34 — 3.98 0.56 2,132.97 2,675.62 (2,675.62) —
OM
Total Revenue............................................................. 59,814.58 32,028.17 12,554.28 616.49 2,525.35 17,273.40 1,24,812.27 (3,543.72) 1,21,268.55
37,012.62 27,059.56 11,209.23 397.28 2,059.25 15,108.25 92,846.19 (2,675.62) 90,170.57
Result
Segment result before exceptional items. 3,651.15 4,212.32 2,789.04 (100.84) 200.66 716.51 11,468.84 18.09 11,486.93
1,253.78 3,890.71 1,403.64 (80.55) 99.42 664.59 7,231.59 20.50 7,252.09
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Add/(less): Exceptional items allocated to
Segments.......................................................................... (983.66) (78.73) (56.06) — — (13.28) (1,131.73) — (1,131.73)
E.
(139.47) (68.36) — — — — (207.83) — (207.83)
Segment result after exceptional items..... 2,667.49 4,133.59 2,732.98 (100.84) 200.66 703.23 10,337.11 18.09 10,355.20
1,114.31 3,822.35 1,403.64 (80.55) 99.42 664.59 7,023.76 20.50 7,044.26
Share of profit/(loss) of equity accounted
investees (net)............................................................... LIN 1,505.44
1,855.79
Reconciliation to Profit/(Loss) after tax
TA
1. Unallocable corporate income, net of
expenses...................................................................... 46.14
48.68
2. Interest expenses not allocable to
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segments..................................................................... (750.07)
AP
(625.45)
3. Interest income not allocable to
segments..................................................................... 522.27
416.49
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4. Exceptional Items unallocable to

Segments.................................................................... 2,381.25
622.00
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Profit before tax.......................................................... 14,060.23

9,361.77
Tax expense.................................................................... (2,685.75)
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(2,108.76)
Profit after tax.............................................................. 11,374.48
7,253.01
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Out of total external revenue above:- 2023 2022

– From contract with customers
(as defined under Ind AS 115)....................... 1,07,940.23 78,333.23
– From financial services........................................ 12,152.00 10,923.82
– Others.............................................................................. 1,176.32 913.52
Total..................................................................................... 1,21,268.55 90,170.57

Rupees crores
Other information:
Depreciation and Amortisation expense...... 2,676.29 575.19 212.89 12.20 290.01 554.88 4,321.46 — 4,321.46
2,098.60 459.55 151.99 6.59 270.75 482.12 3,469.60 — 3,469.60

Impairment expense................................................... 983.66 78.73 56.06 — — 13.28 1,131.73 — 1,131.73
139.47 68.36 — — — — 207.83 — 207.83

Additions to non-current assets........................ 3,599.11 998.51 412.13 11.92 216.89 1,035.26 6,273.82 — 6,273.82
OM
2,752.46 881.47 297.76 13.36 156.39 1,896.71 5,998.15 — 5,998.15
Notes:
(i) Additions to non-current assets comprises of capital expenditure on property, plant and equipment, intangible assets including those under
development and capital advances.
(ii) Figures in the above table for the current financial year have been presented in bold. Comparatives for each item have been presented below the
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respective current year figures.
Segment assets and liabilities
E.
Rupees crores
Segment Assets............................................................ 31,116.05
26,158.75
16,906.92
12,176.40
95,191.21
75,201.63
LIN
2,229.05
2,178.44
6,780.08
6,566.60
13,822.07
16,284.83
1,66,045.38
1,38,566.65
—
—
1,66,045.38
1,38,566.65
Segment Liabilities..................................................... 19,376.23 8,473.10 85,804.94 1,175.66 7,957.93 4,705.63 1,27,493.49 — 1,27,493.49
—
TA
14,274.28 6,925.83 66,184.64 850.77 7,452.97 5,574.89 1,01,263.38 1,01,263.38
Reconciliation of segment assets to total

assets:
I
Segment Assets............................................................ 1,66,045.38

AP
1,38,566.65
Unallocable Assets..................................................... 39,846.39
35,546.15
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Total Assets.................................................................. 2,05,891.77
1,74,112.80
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Unallocable Assets primarily comprise of equity accounted investment in associates and joint ventures, other investments, income tax assets, deferred tax assets.
Reconciliation of segment liabilities to
total liabilities:
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Segment Liabilities..................................................... 1,27,493.49
1,01,263.38
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Unallocable Liabilities............................................... 11,316.17
16,024.16
Total Liabilities........................................................... 1,38,809.66
1,17,287.54
Unallocable Liabilities primarily comprise of borrowings (excluding related to Financial Services Segment) and deferred tax liability.
Revenue from type of products and services
The operating segments are primarily based on nature of products and services and hence the Revenue from external customers of each segment is
representative of revenue based on products and services.
Geographical information
The Group operates in principal geographical areas – India (country of domicile), and Overseas. The Group’s revenue from operations from external customers
and information about its non-current assets by geographical location are detailed below:
Rupees crores
Particulars For the year Ended 31st March, As at 31st March,
2023 2022 2023 2022
Revenue Other Total external Revenue Other Total Non- Non-

from revenue revenue from revenue external Current Current
contract with contract with revenue assets assets
OM
customers customers
India .................................................................................. 90,954.32 13,179.86 1,04,134.18 62,831.04 11,667.69 74,498.73 32,180.66 33,729.02
Overseas.......................................................................... 16,985.91 148.46 17,134.37 15,502.19 169.65 15,671.84 3,354.39 2,935.44
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Total................................................................................... 1,07,940.23 13,328.32 1,21,268.55 78,333.23 11,837.34 90,170.57 35,535.05 36,664.46
The revenue information above is based on the location of the customer. The non-current assets in the above table represent Property, plant
E.
and equipment, Capital work-in-progress, Goodwill, Other intangible assets, Intangibles under development, Income tax assets (Net) and Other
non-current assets (Non-financial).
Information about major customers
LIN
During the year ended 31st March, 2023 and 2022 respectively, revenues from transactions with a single external customer did not amount
to 10 per cent or more of the Group’s revenues from external customers.
43. Employee Stock Option Plan

TA
The Company has allotted 55,24,219 Ordinary (Equity) Shares of Rs. 10 each, 10,00,000 Ordinary (Equity) Shares of Rs. 10 each, 1,73,53,034 Ordinary (Equity)
Shares of Rs. 5 each, 19,11,628 Ordinary (Equity) Shares of Rs. 5 each and 52,00,000 Ordinary (Equity) Shares of Rs. 5 each in the years ended 31st March,
2002, 31st March, 2010, 31st March, 2011, 31st March, 2014 and 31st March, 2015 respectively to the Mahindra & Mahindra Employees’ Stock Option Trust
(“M&M ESOP Trust”) set up by the Company. The Trust holds these shares for the benefit of the employees and issues them to the eligible employees as per
the recommendations of the Compensation Committee.
I
AP
Options granted under Mahindra & Mahindra Limited Employees Stock Option Scheme - 2000 (“2000 Scheme”) vest in 4 equal instalments on the expiry of
12 months, 24 months, 36 months and 48 months from the date of grant. The options may be exercised on any day over a period of five years from the date
of vesting. Number of vested options exercisable is subject to a minimum of 50 or number of options vested whichever is lower.
Options granted under Mahindra & Mahindra Limited Employees Stock Option Scheme - 2010 (“2010 Scheme”) vest in
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i) 5 equal instalments on the expiry of 12 months, 24 months, 36 months, 48 months and 60 months or
ii) 5 equal instalments on the expiry of 36 months, 48 months, 60 months, 72 months and 84 months or
iii) 4 instalments bifurcated as 20% on the expiry of 18 months, 20% on the expiry of 30 months, 30% on the expiry of 42 months and 30% on the expiry
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of 54 months or
iv) 4 equal instalments on the expiry of 12 months, 24 months, 36 months and 48 months or
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v) 3 instalments bifurcated as 33.33% on the expiry of 12 months, 33.33% on the expiry of 24 months and 33.34% on the expiry of 36 months or
vi) 2 instalments bifurcated as 50% on the expiry of 12 months and 50% on the expiry of 24 months or
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vii) 2 instalments bifurcated as 40% on the expiry of 36 months and 60% on the expiry of 60 months or
The exercise period of above options range from 1 year to 6 years from the date of vesting. Number of vested options exercisable is subject to a minimum
of 50 or number of options vested whichever is lower.
43. Employee Stock Option Plan (contd.)

Summary of stock options
Particulars No. of stock options Weighted average exercise

price (Rs.)
Options outstanding on 1st April, 2022...................................................................................................................... 59,16,500 4.66
Options granted during the year .................................................................................................................................. 12,79,379 5.00
Options forfeited/lapsed during the year ............................................................................................................... 3,02,061 4.44
Options exercised during the year .............................................................................................................................. 11,80,694 4.09
Options outstanding on 31st March, 2023............................................................................................................... 57,13,124 3.67
Options vested but not exercised on 31 March, 2023................................................................................ 20,32,636 4.36
OM
st
Average share price on the date of exercise of the options are as under:
Date of exercise Weighted average share price

(Rs.)
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01st April, 2022 to 21st March, 2023........................................................................................................................................................................................................ 1,217.04
Information in respect of options outstanding as at 31st March, 2023
E.
Range of exercise price Number of options Weighted average
remaining life
LIN
Rs. 2.50.............................................................................................................................................................................................
Rs. 5.00.............................................................................................................................................................................................
5,07,253
52,05,871
1.87 years
4.58 years
The fair values of options granted during the year are as follows:
TA
Grant Date No. of years vesting Fair value per options
27 May, 2022
th
3 years Rs. 886.37
04 August, 2022
th
4 years Rs. 1201.91
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10th November, 2022 3 years Rs. 1294.00

AP
10th February, 2023 2 years Rs. 1320.57

* 23rd February, 2023 2 - 5 years Rs. 1275.83
The fair value has been calculated using the Black Scholes Options Pricing Model and the significant assumptions made in this regard are as follows:
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Particulars Grant dated

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27th May, 04th August, 10th November, 10th February, * 23rd February,
2022 2022 2022 2023 2023
(3 years (4 years (3 years (2 years (2 - 5 years
vesting) vesting) vesting) vesting) vesting)
W
Risk free interest rate (%)..................................................................... 6.73% 6.90% 7.11% 7.28% 6.80% - 7.02%
Expected life (in years)............................................................................ 4 years 4 years 4 Years 6 Years 0.55 - 5.36 Years
W
Expected volatility (%)............................................................................. 37.59% 36.07% 37.34% 33.23% 33.62% - 46.04%

Expected dividend yield (%)................................................................. 1.24% 0.92% 0.86% 0.64% 0.96%
Exercise Price (Rs.)...................................................................................... 5 5 5 5 5
Stock Price (Rs.)............................................................................................ 886.37 1201.91 1294.00 1320.57 1275.83
* pursuant to MEML merger

44. Contingent Liability & Commitments

(A) Contingent Liability:
(a) Claims against the Group not acknowledged as debts comprise of:
(i) Excise Duty, Sales Tax, and Service Tax claims disputed by the Group relating to issues of applicability and classification aggregating
Rs. 3,646.89 crores before tax (2022: Rs. 2,024.67 crores before tax).
(ii) Other matters (excluding claims where amounts are not ascertainable): Rs. 567.14 crores before tax (2022: Rs. 448.46 crores
before tax).
(b) Taxation matters:
(i) Demands against the Group not acknowledged as debts and not provided for, relating to issues of deductibility and taxability in respect
of which the Group is in appeal and exclusive of the effect of similar matters in respect of assessments remaining to be completed:
– Income-tax: Rs. 2,098.42 crores (2022: Rs. 1,230.78 crores).
OM
(ii) Items in respect of which the Group has succeeded in appeal, but the Income-tax Department is pursuing/likely to pursue in appeal/
reference and exclusive of the effect of similar matters in respect of assessments remaining to be completed:
– Income-tax matters: Rs. 740.59 crores (2022: Rs. 683.43 crores).
(c) In respect of (a) & (b) above, it is not practicable for the Group to estimate the closure of these issues and the consequential timings of cash
flows, if any.
C
(B) Commitments:
The estimated amount of contracts remaining to be executed on capital account and not provided for as at 31st March, 2023 is Rs. 2,926.43 crores
E.
(2022: Rs. 2,150.66 crores) and other commitment as at 31st March, 2023 is Rs. 631.45 crores (2022: Rs. 477.76 crores).
45. Research and Development expenditure

In recognised Research and Development units:
LIN
Debited to the Consolidated Statement of Profit and Loss, including certain expenditure based on allocations made by the Group, aggregate
Rs. 858.48 crores (2022: Rs. 909.52 crores).
46. Regulatory order

TA
A subsidiary of the Company has received an order (‘the Order’) from National Financial Reporting Authority (‘NFRA’) on 29th March, 2023 wherein
NFRA has made certain observations on identification of operating segments by the subsidiary in compliance with requirements of Ind AS 108 and the
Subsidiary’s existing accounting policy for recognition of revenue on straight-line basis over the membership period. The Subsidiary is in the process of
conducting the review as required by the Order.
I
As at 31st March, 2023, the management of the subsidiary has assessed the application of its accounting policies relating to segment disclosures and
AP
revenue recognition. Basis the current assessment by the subsidiary after considering the information available as on date, the existing accounting
policies, practices and disclosures are in compliance with the respective Ind AS and accordingly have been applied by the subsidiary in the preparation
of its financial statements.
.C
W
W
W
47. Statement of net assets and profit and loss and other comprehensive income attributable to owners and non-controlling
interest
Rupees crores
Name of the Enterprise Net assets, i.e., total assets Share of Profit or loss Share of Other Share of Total
minus total liabilities Comprehensive Income Comprehensive Income
(OCI) (TCI)
As % of Amount As % of Amount As % of Amount As % of Amount
consolidated consolidated consolidated consolidated
net assets profit or loss OCI TCI
PARENT
OM
Mahindra and Mahindra Limited 76.92% 43,356.73 63.69% 6,548.64 43.66% (74.24) 64.03% 6,474.40
SUBSIDIARIES
Indian
C
Mahindra Heavy Engines Limited 1.33% 749.92 0.67% 68.81 -0.27% 0.46 0.69% 69.27
NBS International Limited 0.02% 9.67 0.05% 5.58 -0.02% 0.04 0.06% 5.62
E.
Gromax Agri Equipment Limited 0.08% 47.72 -0.02% (2.30) -0.02% 0.04 -0.02% (2.26)
Mahindra Agri Solutions Limited
Mahindra Fruits Private Limited
Mahindra HZPC Private Limited

-0.04%
0.00%
0.01%
(20.48)
0.11
3.42
-0.69%
0.00%
0.01%
LIN(71.07)
(0.10)
1.04
-0.19%
0.00%
0.00%
0.33
—
-0.70%
0.00%
0.01%
(70.74)
(0.10)
1.04
TA
Mahindra EPC Irrigation Limited
(Consolidated) 0.29% 163.41 -0.12% (12.24) -0.17% 0.29 -0.12% (11.95)
Kota Farm Services Limited 0.00% (0.31) 0.00% — 0.00% — 0.00% —

I
Bristlecone India Limited 0.22% 124.31 0.33% 33.44 0.53% (0.90) 0.32% 32.54
AP
Mahindra & Mahindra Financial

Services Limited (Consolidated) 32.93% 18,560.09 20.16% 2,072.40 19.78% (33.63) 20.16% 2,038.77
Mahindra Accelo Limited (Formerly

.C
known as Mahindra Intertrade

Limited) (Consolidated) 1.58% 889.89 1.25% 128.08 1.72% (2.93) 1.24% 125.15
Mahindra Consulting Engineers

W
Limited (upto 16th March, 2023) 0.00% — 0.00% 0.14 -0.11% 0.18 0.00% 0.32
Mahindra Lifespace Developers

W
Limited (Consolidated) 3.20% 1,805.77 0.99% 101.41 -0.05% 0.09 1.00% 101.50
Mahindra Holidays & Resorts India

Limited -0.18% (100.99) 1.54% 158.58 -0.52% 0.88 1.58% 159.46
W
Mahindra Hotels and Residences India

Limited 0.00% (1.36) -0.01% (1.18) 0.00% — -0.01% (1.18)
Gables Promoters Private Limited 0.11% 62.62 0.03% 3.27 0.00% — 0.03% 3.27
Mahindra Holidays & Resorts India

Limited ESOP Trust 0.01% 8.43 0.00% 0.16 0.00% — 0.00% 0.16
Mahindra Holdings Limited 5.08% 2,863.73 4.38% 450.28 0.00% — 4.45% 450.28
Mahindra Namaste Limited (upto

16th March, 2023) 0.00% — 0.00% 0.17 0.00% — 0.00% 0.17
interest (contd.)
Rupees crores
(OCI) (TCI)
Mahindra Integrated Business

Solutions Private Limited 0.33% 184.51 0.26% 26.90 1.43% (2.43) 0.24% 24.47
OM
Mahindra Susten Private Limited
(upto 22nd December, 2022) 0.00% — 0.28% 28.76 0.00% — 0.28% 28.76
Mahindra Teqo Private Limited 0.05% 26.05 0.08% 8.03 0.00% — 0.08% 8.03
C
Mahindra Renewables Private Limited
(upto 22nd December, 2022) 0.00% — 0.26% 26.57 0.00% — 0.26% 26.57
E.
Mega Suryaurja Private Limited
(upto 22nd December, 2022) 0.00% — -0.16% (16.30) 0.00% — -0.16% (16.30)
Neo Solren Private Limited

(upto 22nd December, 2022) 0.00% — 0.00%
LIN 0.44 0.00% — 0.00% 0.44
Astra Solren Private Limited

(upto 22nd December, 2022) 0.00% — 0.07% 7.66 0.00% — 0.08% 7.66
TA
Mahindra Two Wheelers Limited 0.43% 241.05 0.46% 46.83 -0.01% 0.01 0.46% 46.84
Mahindra Defence Systems Limited 0.81% 456.87 0.54% 56.01 0.00% — 0.55% 56.01
I
AP

(Consolidated) 0.32% 180.90 -1.09% (111.83) -0.06% 0.10 -1.10% (111.73)
Mahindra eMarket Limited 0.00% (0.98) 0.00% (0.01) 0.00% — 0.00% (0.01)
.C
M & M Benefit Trust 2.11% 1,189.45 0.85% 87.80 0.00% — 0.87% 87.80
Mahindra & Mahindra ESOP Trust 1.11% 625.82 0.38% 39.51 0.00% — 0.39% 39.51
W
Sunrise Initiatives Trust 0.03% 15.81 -0.07% (7.08) 0.00% — -0.07% (7.08)
W
Mahindra Construction Company

Limited -0.04% (21.60) 0.01% 0.87 0.00% — 0.01% 0.87
W
Officemartindia.com Limited 0.00% (0.25) 0.00% — 0.00% — 0.00% —
Mahindra & Mahindra Contech Limited 0.03% 18.03 0.01% 1.25 0.02% (0.04) 0.01% 1.21
Trringo.com Limited 0.00% 1.91 0.00% (0.19) 0.00% — 0.00% (0.19)
Mahindra Airways Limited 0.11% 60.67 -0.02% (1.61) 0.00% — -0.02% (1.61)
Mahindra Consulting Engineers

Limited ESOP Trust
(upto 16th March, 2023) 0.00% — 0.01% 1.46 0.00% — 0.01% 1.46
Mahindra Logistics Limited

(Consolidated) 1.08% 606.79 0.19% 19.95 -0.69% 1.17 0.21% 21.12
interest (contd.)
Rupees crores
(OCI) (TCI)
Mahindra Waste to Energy Solutions

Limited 0.03% 15.90 -0.04% (3.68) 0.00% — -0.04% (3.68)
OM
Mahindra Telecom Energy
Management Services Limited 0.12% 69.64 0.00% 0.02 0.00% — 0.00% 0.02
Martial Solren Private Limited

(upto 22nd December, 2022) 0.00% — 0.00% (0.03) 0.00% — 0.00% (0.03)
C
Mahindra Solarize Private Limited 0.07% 40.25 0.02% 2.18 -0.01% 0.01 0.02% 2.19
E.
Brightsolar Renewable Energy Private
Limited (upto 22nd December, 2022) 0.00% — 0.00% 0.08 0.00% — 0.00% 0.08
Merakisan Private Limited

(upto 7th September, 2022)
Swaraj Engines Limited

(w.e.f. 28th September, 2022)
0.00%
0.82% 460.50
— 0.00%
0.51%
LIN 52.02
— 0.00%
0.98%
—
(1.66)
0.00%
0.50% 50.36
—
TA
Mahindra Telephonics Integrated
Systems Limited
(w.e.f. 17th June, 2022) 0.00% 0.39 0.01% 0.94 0.00% — 0.01% 0.94
M.I.T.R.A Agro Equipments Private

I
Limited (w.e.f. 17th March, 2023) 0.06% 34.50 0.00% — 0.00% — 0.00% —
AP
Emergent Solren Private Limited

(w.e.f 9th November, 2022) 0.00% 0.01 0.00% (0.04) 0.00% — 0.00% (0.04)
Mahindra Electric Automobile Limited

.C
(w.e.f. 25th October, 2022) 2.61% 1,468.93 -0.01% (0.56) 0.00% — -0.01% (0.56)
Guestline Hospitality Management

W
and Development Services Limited

(w.e.f 2nd December, 2022) 0.01% 5.13 0.00% 0.07 0.00% — 0.00% 0.07
Resurgence Solarize Urja Private

W
Limited (w.e.f. 29th August, 2022) 0.02% 9.77 0.00% (0.21) 0.00% — 0.00% (0.21)
Mahindra Holidays & Resorts

W
Harihareshwar Limited
(w.e.f. 23rd August, 2022) 0.00% 0.04 0.00% (0.01) 0.00% — 0.00% (0.01)
Mahindra Aerospace Private Limited

(Consolidated) (w.e.f. 29th March
2023) 0.36% 201.54 0.00% — 0.00% — 0.00% —
Foreign
Mahindra Automotive Australia Pty.

Limited 0.07% 36.77 0.17% 17.76 0.27% (0.46) 0.17% 17.30
Mahindra Europe S.r.l. 0.03% 14.85 0.02% 1.72 -0.51% 0.86 0.03% 2.58
interest (contd.)
Rupees crores
(OCI) (TCI)
Mahindra & Mahindra South Africa

(Proprietary) Limited 0.16% 91.75 0.31% 31.40 5.84% (9.93) 0.21% 21.47
OM
Mahindra Tractor Assembly, Inc.
(upto 21st October, 2022) 0.00% — 0.12% 12.12 7.57% (12.87) -0.01% (0.75)
Mahindra USA Inc. -0.08% (43.83) 0.61% 62.66 7.67% (13.04) 0.49% 49.62
C
Bristlecone Limited -0.13% (73.41) 0.00% (0.44) 10.16% (17.27) -0.18% (17.71)
E.
Bristlecone Inc. 0.12% 70.12 0.20% 20.24 -4.52% 7.69 0.28% 27.93
Bristlecone Consulting Limited 0.01% 3.17 0.00% 0.29 0.00% — 0.00% 0.29
Bristlecone International AG
Bristlecone UK Limited
0.04%
0.01%
20.23
6.27
0.01%
0.00%
LIN 0.75
0.17
-1.06%
-0.10%
1.80
0.17
0.03%
0.00%
2.55
0.34
TA
Bristlecone (Malaysia) Sdn. Bhd. 0.00% 1.86 0.00% 0.02 -0.04% 0.06 0.00% 0.08
Bristlecone Singapore Pte. Limited 0.02% 10.39 0.00% 0.18 -0.59% 1.00 0.01% 1.18
Bristlecone GmbH 0.09% 51.52 0.02% 2.04 -1.74% 2.96 0.05% 5.00
I
AP
Bristlecone Internacional Costa Rica

Limited 0.00% 0.82 0.00% — 0.00% — 0.00% —
Heritage Bird (M) Sdn Bhd 0.00% 0.92 0.00% 0.35 0.00% — 0.00% 0.35
.C
MH Boutique Hospitality Limited -0.01% (4.64) 0.00% (0.23) 0.00% — 0.00% (0.23)
Infinity Hospitality Group Company

W
Limited 0.01% 4.11 -0.01% (0.83) 0.00% — -0.01% (0.83)
MHR Holdings (Mauritius) Limited -0.18% (103.74) -0.09% (9.71) 0.00% — -0.10% (9.71)
W
Covington S.à r.l 0.04% 20.22 -0.11% (10.87) 0.00% — -0.11% (10.87)
W
Arabian Dreams Hotel Apartments

LLC 0.01% 3.74 0.02% 1.67 -0.12% 0.20 0.02% 1.87
Holiday Club Resort Oy

(Consolidated) 0.40% 224.46 -0.01% (0.82) -7.13% 12.12 0.11% 11.30
Mahindra Overseas Investment

Company (Mauritius) Limited -1.57% (885.45) -1.43% (147.12) 103.48% (175.95) -3.20% (323.07)
Mahindra Emirates Vehicle Armouring

FZ-LLC (Consolidated) 0.06% 35.28 0.03% 3.52 -1.52% 2.58 0.06% 6.10
Mahindra Racing UK Limited 0.02% 12.76 0.28% 28.91 -0.55% 0.94 0.30% 29.85
interest (contd.)
Rupees crores
(OCI) (TCI)
Mahindra Two Wheelers Europe

Holdings S.a r.l 0.00% (0.03) -5.61% (576.72) 14.64% (24.89) -5.95% (601.61)
OM
Peugeot Motocycles S.A.S.
(Consolidated) (upto 31st January,
2023) 0.00% — -0.94% (96.40) -2.46% 4.18 -0.91% (92.22)
Mitsubishi Mahindra Agricultural
C
Machinery Co. Ltd (Consolidated) 0.39% 222.16 0.08% 8.20 0.46% (0.79) 0.07% 7.41
Mahindra West Africa Ltd
E.
(Liquidated on 4th January, 2023) 0.00% — 0.00% — 0.02% (0.03) 0.00% (0.03)
Mahindra Mexico S. de. R. L

(Under Liquidation)
Bristlecone Middle East DMCC

-0.02%
0.02%
(11.01)
9.30
0.00%
0.00% LIN 0.22

— 1.06%
-0.80%
(1.80)
1.36
-0.02%
0.02%
(1.80)
1.58
Mahindra do Brasil Industrial Ltda 0.20% 112.95 0.85% 87.55 -1.78% 3.02 0.90% 90.57
TA
OFD Holding BV (Consolidated)
(upto 20th April, 2022) 0.00% — 0.00% — 8.97% (15.25) -0.15% (15.25)
Mahindra Automotive North America

Inc. (Consolidated) 0.18% 100.56 -0.65% (66.74) -3.42% 5.81 -0.60% (60.93)
I
AP
Erkunt Sanayi A.S. 0.93% 522.87 0.11% 11.12 33.54% (57.02) -0.45% (45.90)
Erkunt Traktor Sanayii A.S 0.91% 510.61 0.47% 48.34 16.26% (27.65) 0.20% 20.69
Mahindra Fresh Fruits Distribution

.C
Holding Company (Europe) B.V.

(Liquidated on 28th February, 2023) 0.00% — 0.07% 7.41 1.04% (1.77) 0.06% 5.64
Automobili Pininfarina GmbH

W
(Consolidated) -0.08% (43.90) -3.13% (321.88) 3.33% (5.67) -3.24% (327.55)
Mahindra Automotive Mauritius

W
Limited -0.26% (145.52) -2.58% (265.11) 0.00% — -2.62% (265.11)
Mahindra Bangladesh Private Limited

(Liquidated on 14th March, 2023) 0.00% — 0.00% (0.08) 0.00% — 0.00% (0.08)
W
MSPL International DMCC

(upto 22nd December, 2022) 0.00% — 0.00% (0.04) -0.36% 0.61 0.01% 0.57
Sampo Rosenlew Oy
(w.e.f. 22nd July, 2022) 0.01% 5.44 -0.46% (47.01) 2.02% (3.44) -0.50% (50.45)
Associates (Investment as per the

equity method)
Indian
Swaraj Engines Limited

(upto 27th September, 2022) 0.00% — 0.25% 26.19 0.00% — 0.26% 26.19
interest (contd.)
Rupees crores
(OCI) (TCI)
Tech Mahindra Limited (Consolidated) 13.98% 7,877.50 13.26% 1,362.91 -50.82% 86.41 14.33% 1,449.32
OM
Mahindra CIE Automotive Limited
(Consolidated) 0.29% 163.15 -0.05% (4.96) -6.35% 10.79 0.06% 5.83
PSL Media & Communications Limited 0.00% 1.05 0.00% 0.02 0.00% — 0.00% 0.02
Brainbees Solutions Private Limited
C
(Consolidated) 0.76% 425.98 -0.56% (57.92) -0.31% 0.53 -0.57% (57.39)
E.
Medwell Ventures Private Limited
(Consolidated) 0.03% 14.48 0.00% — 0.00% — 0.00% —
ReNew Sunlight Energy Private

Limited
Great Rocksport Private Limited

0.02% 13.80 0.00%
LIN (0.25) 0.00% — 0.00% (0.25)
(w.e.f. 16th April, 2022) 0.01% 5.43 0.01% 0.79 -0.01% 0.01 0.01% 0.80
TA
Foreign
CIE Automotive S.A. (Consolidated) 1.42% 802.48 1.92% 197.47 -20.57% 34.97 2.30% 232.44
I
PF Holdings B.V. (Consolidated) 0.20% 109.93 -0.21% (21.36) -3.62% 6.15 -0.15% (15.21)
AP
Resson Aerospace Corporation 0.01% 7.53 -0.01% (0.79) -2.80% 4.76 0.04% 3.97
The East India Company Group Ltd

.C
BVI (Consolidated) 0.00% — 0.00% — 0.00% — 0.00% —
Joint Ventures (Investment as per

the equity method)
W
Indian
W
Sanyo Special Steel Manufacturing

India Private Limited (formerly known
as Mahindra Sanyo Special Steel
W
Private Limited) 0.03% 15.87 -0.06% (6.34) -0.86% 1.47 -0.05% (4.87)
Mahindra Aerospace Pvt Limited

(Consolidated)
(upto 28th March, 2023) 0.00% — -0.14% (14.14) 0.26% (0.44) -0.14% (14.58)
Mahindra Susten Private Limited

(w.e.f 23rd December, 2022) 2.27% 1,278.89 0.18% 18.61 -2.06% 3.50 0.22% 22.11
Mahindra Telephonics Integrated

Systems Limited
(upto 16th June, 2022) 0.00% — 0.00% — 0.00% — 0.00% —
interest (contd.)
Rupees crores
(OCI) (TCI)
Classic Legends Private Limited

(Consolidated) 0.16% 89.80 -0.94% (97.04) -0.68% 1.15 -0.95% (95.89)
OM
M.I.T.R.A Agro Equipments Private
Limited (upto 16th March, 2023) 0.00% — 0.01% 1.53 0.00% — 0.02% 1.53
Carnot Technologies Private Limited 0.01% 7.63 0.02% 2.36 0.04% (0.07) 0.02% 2.29
C
Smartshift Logistics Solution Private
Limited (Consolidated) 0.24% 137.12 -0.45% (45.86) 0.00% — -0.45% (45.86)
E.
Mahindra Summit Agriscience Limited 0.03% 14.69 -0.44% (45.16) 0.00% — -0.45% (45.16)
Marvel Solren Private Limited

(upto 22nd December, 2022)
Aquasail Distribution Company

0.00% — 0.00%
LIN — 0.00% — 0.00% —
Private Limited 0.00% 0.51 0.00% — 0.00% — 0.00% —

TA
New Delhi Centre for Sight Limited
(Consolidated) 0.16% 90.37 0.08% 7.73 0.00% — 0.08% 7.73
Foreign
I
AP
Mahindra-BT Investment Company

(Mauritius) Limited 0.18% 103.17 0.02% 2.22 1.81% (3.07) -0.01% (0.85)
Sampo Rosenlew Oy
.C
(upto 21st July, 2022) 0.00% — -0.09% (9.00) 0.00% — -0.09% (9.00)
Zoomcar Inc. (Consolidated) 0.00% — 0.00% — 0.00% — 0.00% —

W
Mahindra Ideal Lanka (Private) Limited 0.01% 3.22 -0.01% (1.44) 0.21% (0.35) -0.02% (1.79)
Non controlling Interest -19.01% (10,716.32) -10.63% (1,092.98) -9.97% 16.96 -10.64% (1,076.02)
W
Consolidation adjustments and

Inter Company Eliminations -34.20% (19,276.40) 14.64% 1,505.36 -59.93% 101.90 15.90% 1,607.26
W
Total 100.00% 56,365.79 100.00% 10,281.50 100.00% (170.03) 100.00% 10,111.47

48. Transaction with Struck off Companies
Rupees crores
Name of the Struck of Company Receivables Payables Number of Shares Other Other
held by Struck off Outstanding Outstanding
Companies Balances- Balances-
Assets Liabilities

Argus Media Private Limited — * — — —
Asmita Fire Safety Private Limited * — — — —
Babace Pneumatics Private Limited — * — — —
OM
Badri Sarraf Finance And Mutual Benefit Company Limited — — 796 — —
Baux Arch Tech Private Limited — * — — —
Beauty Xl India Private Limited * — — — —
Bkg Securities Limited — — 32 — —
C
C Cube Sports Private Limited — 0.01 — — —
E.
Chowdhary Motors Private Limited 0.17 — — — —
Country Inn & Suites By Carlson (A U) * — — — —
Diamond Automobiles Private Limited
Dimension Data India Private Limited
Dimensions Engineering Technologies Private Limited
LIN
—
—
—
0.04
0.03
—
—
—
—
—
—
*
—
—
—
Dreams Comtrade Private Limited — — 2 — —
TA
East West Power Genset Private Limited — * — — —
Elegant Finvest Private Limited — — 4 — —
Enffluence Technologies Limited — 0.02 — — —
I
Frontline Corporate Finance Limited — — 1,944 — —

AP
Garlick Designing And Consultancy Private Limited — — 264 — —

Greenair Engg. Solutions Private Limited * — — — —
H.K. Exports Private Limited — — 700 — —
.C
Hanaro Hospitality Private Limited — * — — —

Hbn Homes Colonisers Private Limited * — — — —
W
Heeraraj R&D And Automations Private Limited * — — * —

High Calibre Cnc Centre Private Limited 0.07 — — — —
W
Horizon Staffing And Technical Solutions Private Limited * — — — —

Horizon Staffing Solutions Private Limited * — — — —
Hudson Engineering Industries Private Limited — — 1,200 — —
W
Jagat Trading Enterprises Limited — — 100 — —

Jaipal Consultancy Private Limited — — 1 — —
Janardana Investments Private Limited — — 12 — —
Joseph Cardijn Auto Services Private Limited * * — — —
K S Furniture Makers Private Limited — 0.02 — — —
Kamla Landmarc Cars Private Limited — * — — —
Leela Trade Link Private Limited * — — — —
Lektronix India Private Limited * — — — —
Loni Corporate Training Private Limited — — — * —
48. Transaction with Struck off Companies (contd.)
Rupees crores
Assets Liabilities
Magnate Leasing And Finance Private Limited — — 104 — —

Maptronicz Technologies Private Limited — * — — —
Midwest Mutual Fund Limited — — 192 — —
Niche Events And Promotions Private Limited 0.04 — — — —
OM
Nttf Industries Private Limited * — — — —
Oxford Automotive Private Limited * — — — —
Pals Specalised Tooling System Private Limited — — — * —
C
Popular Stock And Share Services Private Limited — — 1,328 — —
Positive Leasing And Finance Private Limited — — 1,232 — —
E.
Purushothama Investments Private Limited — — 20 — —
R.S. Ajit Singh & Co 0.01 — — — 0.01
Rajpal Control Systems Private Limited
Ray Shield Technology Private Limited
—
—
LIN —
0.01
160
—
—
—
—
—
Right View Audio Visual Private Limited — * — — —
TA
Rishiroop Polymers Pvt. Ltd. (Trnsfr) — — 6,715 — —
Robomatrix Automation & Solutions Private Limited 0.03 — — — —
Rofin Baasel Laser India Private Limited * — — — —
I
S J N Industries * — — — —
AP
Safna Consultancy Private Limited — — 800 — —

Sahil Genset Sales Private Limited — * — — —
.C
Sartaj Mega Project India Private Limited * * — — —

Serene Paints & Colors Private Limited — 0.01 — — —
Shalaka Technologies Private Limited — 0.07 — — —
W
Shivraj Oils Private Limited — — — * —

Sincere Securities Private Limited — — 16 — —
W
Sindhudurg Investments Private Limited — — 400 — —

Sirius Transtech Private Limited — 0.01 — — —
W
Suviron Products Private Limited — — 80 — —

Technosteel Commercial Kitchen Equipments Private Limited 0.01 — — — —
The India Sugar Agencies Private Limited — — 80 — —
Think Creative Communications Private Limited — * — — —
Ti Tsubamex Private Limited — 0.01 — — —
Vennela And Venket Saai Projects India Private Limited * — — — —
Versatile Options And Solutions Private Limited — 0.02 — — —
Welcome Telecom Private Limited — * — — —
Rupees crores
Assets Liabilities

Elite Enterprises — — — 0.02 —
Acme D' Ace Marketing Solutions — — — 0.01 *
OM
Mahindra Two Wheelers Limited
Sanwaliya Motors Private Limited — — — — 0.01
Rampadarath Singh Motors Private Limited * — — — —
Gap Automodi Private Limited 0.01 — — — —
C
R. S. Ajit Singh & Co. (Automotives) Private Limited * — — — —
E.
Sivsakthi Automobiles Private Limited * — — — —
Mud Flap Technologies Private Limited — — — — *
Mahindra Logistics Limited

Efcee Sarovar Portico
LIN
* — — — —
Keller Ground Engineering India Private Limited * — — — —
TA
Golden Tulip * — — — —
Sundharams Private Limited 0.01 1.01 — — —
Oswal Denims * — — — —
I
AP
Ge Global Servicing Private Limited * — — — —

G.S.T Corporation Limited * — — — —
Dana India Private Limited * — — — —
.C
Adsare Hotels Private Limited * — — — —

Ride Car Zone Private Limited * — — — —
W
T.R. Travels Private Limited * — — — —

M Y Transport Company Private Limited — 0.17 — — —
Balaji Translogistic Private Limited — 0.01 — — —
W
Fountainhead Lifestyle Private Limited — 0.01 — — —

Shraddha Logistics Private Limited — 0.01 — — —
W
Abc Legal Consultation — 0.10 — — —

O-Links Technology Private Limited — * — — —
Konect Infonet Private Limited — * — — —
Shine Freight Systems India Private Limited — 0.01 — — —
Jatayu Logistics Private Limited — * — — —
Trimurty Tourism Private Limited — * — — —
Purwanchal Tours And Travels Private Limited — * — — —
Swiss Cabs India Private Limited — 0.01 — — —
Rupees crores
Assets Liabilities
S K S Automobiles India Private Limited — * — — —

Sst Concierge Private Limited — * — — —
Pace Micro Technology (India) Limited — — — — *
Jayem Automotives Private Limited — — — — 0.01
OM
Oxon Healthcare Services Private Limited — — — 0.03 —
Loginext Solutions Private Limited — — — * —
Prajapati Logistics Private Limited — — — 0.01 —
C
Mahindra & Mahindra Financial Services Ltd.
E.
Ashwani Enterprises Private Limited 0.04 — — — —
Cocowings Enterprises Private Limited 0.03 — — — —
Mansarovar India Aqua Beverages Private Limited
Sathesri Agro Products Private Limited
Brilliant Risie Private Limited
0.01
0.06
0.07
LIN —
—
—
—
—
—
—
—
—
—
—
—
Alcrooks And Cook Private Limited * — — — —
TA
Om Dhar Engineering Private Limited * — — — —
Kiran Enviro-Tech Energy Private Limited 0.02 — — — —
Garhwal Aircon Services Private Limited 0.07 — — — —
I
Igi Corporation Private Limited * — — — —

AP
Mra Refino Private Limited 0.02 — — — —

GR Auditya Renewable Energies Private Limited 0.06 — — — —
JCR Infrabuilt Private Limited 0.04 — — — —
.C
Novocon Solution Private Limited * — — — —

Devine Devbuild Private Limited * — — — —
W
Engineers Realty Private Limited * — — — —

Puneeth Techno Projects Private Limited 0.03 — — — —
W
Probus Infratech Private Limited 0.07 — — — —

Atcom Infratech Private Limited 0.04 — — — —
Goludev Infrastructure Private Limited 0.02 — — — —
W
Ssng Business Private Limited * — — — —

Navadhara Super Market Private Limited * — — — —
Nirban Logistics Private Limited * — — — —
Asvrj Logistic Private Limited 0.01 — — — —
Spxpress Logistics Private Limited 0.07 — — — —
Sltt India Private Limited 0.03 — — — —
Dharaa Mobility Private Limited * — — — —
Auto World Private Limited 0.83 — — — —
Ra Globalcity Housing Private Limited * — — — —
Rupees crores
Assets Liabilities
Arsh Buildwell Private Limited * — — — —

Ashi Infraprojects And Associates Private Limited * — — — —
Venhan Technologies Private Limited 0.18 — — — —
Sambodhi Tech Solutions Private Limited 0.13 — — — —
OM
Czone Engineers Private Limited 0.05 — — — —
M/S. Ashwa Arts Private Limited 0.01 — — — —
Console Cargo Logistics Services (I) Private Limited 0.07 — — — —
Zafcon Engineering Private Limited 0.04 — — — —
C
Xperto Marketing Solution Private Limited * — — — —
E.
Rama Tent House Private Limited 0.09 — — — —
Millpond Human Resource Private Limited 0.06 — — — —
4 Square Fitness Private Limited
Parvathi Life Sciences (OPC) Private Limited
Shiridi Srisai Solutions Private Limited
LIN
0.02
0.01
0.06
—
—
—
—
—
—
—
—
—
—
—
—
Devbhumi Aviation Private Limited * — — — —
TA
Vh Square Healthcare Private Limited 0.08 — — — —
Shree Bio Crop India Private Limited *
Liance Consultant & Engineers Private Limited — * — — —
I
Dreams Broking Private Limited — — 476 — —

AP
Unickon Fincap Private Limited — — 689 — —

Efcee Sarovar Portico Div Leela Tradelink Private Limited — * — — —
Xtechone Internet Solutions Private Limited — * — — —
.C
Note:
W
The above information is provided on basis of reasonable diligence done to ascertain relevant companies that have been struck off on the website of the
Ministry of Company Affairs.
W
49. Previous year’s figures have been regrouped /reclassified where necessary.
W

FORM AOC-1 409
Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014
Statement Containing salient features of the financial statements of subsidiaries/associate companies /joint ventures as included in the Consolidated Financial Statements
Part “A” Subsidiaries [as per section 2(87) of the Companies Act, 2013] (contd.) Rupees crores
COMPANY
OVERVIEW
Proposed Proportion
The date since Dividend of ownership
Sr. when subsidiary Reporting Exchange Share Reserves & Total Total Gross Profit/(Loss) Provision Profit/ (Loss) and Tax interest
No. Name of Subsidiary was acquired currency rate Capital Surplus Assets Liabilities Investments Turnover ^ before Tax for Tax after Tax thereon @ ##
REPORT
BOARD’S
1 Mahindra Heavy Engines Limited 31/01/2008 INR 1.00 634.40 115.52 1,095.10 345.18 68.49 1,465.55 87.29 18.48 68.81 95.16 100.00%
2 Mahindra Electric Automobile Limited 25/10/2022 INR 1.00 1,469.49 (0.56) 1,976.17 507.24 280.35 6.19 0.94 1.50 (0.56) — 100.00%
3 NBS International Limited 05/02/2001 INR 1.00 44.55 (34.88) 77.67 68.00 — 401.42 5.58 — 5.58 — 100.00%
AND ANALYSIS
4 Mahindra Automotive Australia Pty.W

Limited 23/09/2008 AUD 55.23 25.27 11.52 254.55 217.76 — 287.09 25.61 7.82 17.79 — 100.00%
5 Mahindra Two Wheelers Limited

W
29/09/2008 INR 1.00 82.82 158.23 365.02 123.97 160.61 348.50 64.58 17.75 46.83 46.83 100.00%
6 Mahindra Europe S.r.l. 31/05/2005

W EUR 89.64 12.74 2.15 77.22 62.33 — 111.10 2.47 0.63 1.84 — 100.00%
7 Mahindra and Mahindra South Africa

(Proprietary) Limited 20/10/2004
.C
ZAR 4.61 23.98 58.48 810.34 727.88 — 1,823.12 41.83 11.42 30.41 — 100.00%
CORPORATE
GOVERNANCE
8 Mahindra North American Technical

Center, Inc. 18/12/2013 USD 82.19 530.29 (577.50) 150.77 197.98 — 270.54 (69.23) — (69.23) — 100.00%
AP
9 Mahindra Automotive North America Inc. 25/04/2017 USD 82.19
I1,597.35 (162.70) 1,452.86 18.21 1,268.35 81.92 18.82 — 18.82 — 100.00%
10 Mahindra Vehicle Sales and Service Inc. 06/06/2017 USD 82.19 729.34 (757.40) 1.27 29.33 — 0.86 (17.98) — (17.98) — 100.00%
TA
11 Automobili Pininfarina GmbH 07/05/2018 EUR 89.64 1,778.44 (1,775.36) 192.63 189.55 0.33 75.44 (294.06) 1.95 (296.01) — 100.00%
LIN
12 Automobili Pininfarina Americas Inc. 15/01/2019 USD 82.19 0.33 (0.26) 90.84 90.77 — 0.21 0.01 0.01 * — 100.00%
13 Gromax Agri Equipment Limited 18/12/1999 INR 1.00 54.30 (6.58) 124.44 76.72 — 197.98 (2.29) 0.01 (2.30) — 60.00%
E.
14 Trringo.com Limited 23/05/2016 INR 1.00 27.46 (25.55) 2.16 0.25
C — * (0.19) — (0.19) — 100.00%
15 Mahindra USA Inc. 08/06/1994 USD 82.19 1,821.39 (1,587.26) 1,825.63 1,591.50 — 3,662.76 61.71 21.17 40.54 — 100.00%
ACCOUNTS
OM
STANDALONE
16 Mahindra Mexico S. de. R. L € 08/08/2016 MXN 4.54 98.66 (109.72) 1.74 12.80 — — — — — — 100.00%
17 Mahindra do Brasil Industrial Ltda 14/10/2016 BRL 16.13 98.38 13.81 302.68 190.49 — 478.33 122.32 32.12 90.20 — 100.00%
18 Erkunt Traktor Sanayii A.S. # 01/12/2017 TRY 4.28 188.40 65.58 758.94 504.96 65.86 1,009.50 101.96 (2.63) 104.59 — 100.00%
ACCOUNTS
CONSOLIDATED
19 Erkunt Sanayi A.S. # 01/12/2017 TRY 4.28 6.47 181.71 467.51 279.33 7.29 1,101.68 85.93 9.23 76.70 — 98.69%
20 Sampo Rosenlew Oy 29/09/2020 EUR 89.64 4.74 26.80 402.11 370.57 31.10 463.40 (61.16) — (61.16) — 100.00%
21 Swaraj Engines Limited 28/09/2022 INR 1.00 12.15 330.05 536.13 193.93 26.13 1,433.78 179.74 46.13 133.61 111.74 52.13%
Proposed Proportion
22 Carnot Technologies Private Limited 17/03/2022 INR 1.00 0.17 10.28 14.15 3.70 — 23.82 3.19 (0.05) 3.24 — 73.00%
23 M.I.T.R.A Agro Equipments Private

Limited 17/03/2023 INR 1.00 0.26 34.24 42.64 8.14 — 56.06 5.41 2.29 3.12 — 100.00%
24 Mahindra & Mahindra Financial Services

Limited 30/09/1998 INR 1.00 246.72 16,842.19 96,216.55 79,127.64 9,988.62 11,056.09 2,698.07 713.75 1,984.32 741.32 52.24%
25 Mahindra Insurance Brokers Limited 07/04/2004 INR 1.00 10.31 522.90 682.25 149.04 149.50 426.51 46.05 11.61 34.44 3.61 41.79%
26 Mahindra Rural Housing Finance Limited 09/04/2007 INR 1.00 122.14 1,359.49 8,717.77 7,236.14 340.95 1,349.80 26.29 4.54 21.75 — 51.73%
W
27 Mahindra Manulife Investment W
Management Private Limited 20/06/2013 INR 1.00 382.94 (166.92) 248.94 32.92 97.21 44.12 (30.86) — (30.86) — 51.00%
28 Mahindra Manulife Trustee Private

Limited 25/04/2013
W INR 1.00 0.98 0.35 1.40 0.07 1.27 0.81 0.16 0.02 0.14 — 51.00%
29 Mahindra Ideal Finance Limited 08/07/2021

.C
LKR 0.25 49.61 24.09 228.60 154.90 11.92 50.03 3.98 1.72 2.26 — 30.40%
30 Mahindra Finance CSR foundation 02/04/2019 INR 1.00 * 0.02 0.03 0.01 — 0.20 (0.01) — (0.01) — 52.24%
AP
31 Mahindra Lifespace Developers Limited 30/03/2007 INR 1.00 I154.67 1,458.09 3,155.81 1,543.05 762.64 628.12 150.56 (0.69) 151.25 35.63 51.28%
32 Mahindra Infrastructure Developers

TA
Limited 14/12/2001 INR 1.00 18.00 4.98 23.00 0.02 0.08 13.23 13.17 0.32 12.84 — 51.28%
33 Mahindra World City (Maharashtra) Limited 21/09/2005 INR 1.00 25.42 (10.04) 17.41 2.03 17.07 2.54 1.79 0.14 1.65 — 51.28%
LIN
34 Knowledge Township Limited 16/08/2007 INR 1.00 49.07 5.81 77.86 22.98 — — (0.05) — (0.05) — 51.28%
35 Industrial Township (Maharashtra)

E.
Limited 02/07/2008 INR 1.00 5.00 (2.30) 2.71 0.02 — 0.03 0.02 0.01 0.01 — 51.28%
C
36 Anthurium Developers Limited 02/06/2010 INR 1.00 0.05 0.08 0.13 * — 0.01 * — * — 51.28%
OM
37 Mahindra Industrial Park Private Limited 29/03/2013 INR 1.00 0.05 (2.77) 259.60 262.32 13.20 7.56 6.86 1.73 5.13 — 51.28%
38 Mahindra Water Utilities Limited 27/07/2015 INR 1.00 0.10 15.20 18.89 3.59 — 22.74 8.77 2.25 6.52 — 50.77%
39 Mahindra World City Developers Limited 22/09/2004 INR 1.00 20.00 116.66 779.94 643.28 102.00 177.40 20.35 (5.03) 25.38 — 45.64%
40 Mahindra World City Jaipur Limited 26/08/2005 INR 1.00 150.00 276.49 699.24 272.75 81.40 250.13 161.40 36.36 125.04 — 37.95%
41 Mahindra Bloomdale Developers Limited 03/06/2008 INR 1.00 0.05 (33.26) 285.25 318.47 — 53.89 (14.88) — (14.88) — 51.28%
42 Mahindra Industrial Park Chennai Limited 22/12/2014 INR 1.00 170.00 3.71 321.44 147.73 — 205.62 10.23 3.30 6.93 — 30.77%
410
411
Proposed Proportion
COMPANY
OVERVIEW
43 Mahindra Homes Private Limited 30/03/2017 INR 1.00 0.88 218.05 443.45 224.52 3.04 16.10 0.23 (27.53) 27.76 — 37.63%
44 Mahindra Happinest Developers Limited 06/09/2017 INR 1.00 0.10 (32.44) 413.30 445.64 — 28.85 6.83 1.02 5.81 — 26.15%
REPORT
BOARD’S
45 Mahindra Knowledge Park Mohali Limited 07/05/2018 INR 1.00 * (1.25) * 1.25 — — * — * — 23.67%
46 Deep Mangal Developers Private Ltd 28/11/2017 INR 1.00 6.42 (1.08) 5.40 0.06 * * (0.25) — (0.25) — 51.28%
47 Moonshine Construction Private Ltd 28/11/2017 INR 1.00 * (0.33) * 0.33 — — (0.01) — (0.01) — 51.28%
AND ANALYSIS
48 Mahindra Holidays & Resorts India W

Limited 28/03/2000 INR 1.00 200.70 545.05 7,014.30 6,268.55 649.68 1,305.56 214.06 55.48 158.58 — 67.18%
49 Mahindra Hotels and Residences India

W
Limited 26/04/2007 INR 1.00 0.05 (1.41) 20.33 21.69 — — (1.18) — (1.18) — 67.18%
50 Gables Promoters Private Limited 24/08/2012

W INR 1.00 65.00 31.91 183.35 86.44 — 23.06 3.27 — 3.27 — 67.18%
51 Heritage Bird (M) Sdn. Bhd. 03/03/2008 MYR 18.65 0.56 0.35 8.31 7.40 — 1.34 0.54 0.17 0.37 — 67.18%
.C
CORPORATE
GOVERNANCE
52 Infinity Hospitality Group Company

Limited 05/11/2012 THB 2.41 36.17 (32.06) 48.38 44.27 — 6.80 (0.88) — (0.88) — 49.71%
AP
53 MH Boutique Hospitality Limited 02/11/2012 THB 2.41 I 2.41 (4.72) 9.18 11.49 9.16 — (0.24) — (0.24) — 32.92%
54 MHR Holdings (Mauritius) Limited 11/07/2014 EUR 89.64 1.30 (71.52) 769.51 839.73 207.81 13.19 (10.36) — (10.36) — 67.18%
TA
55 Covington S.a.r.l. 17/07/2014 EUR 89.64 0.12 178.87 737.75 558.76 608.51 2.10 (11.55) 0.05 (11.60) — 67.18%
56 Guestline Hospitality Management and

LIN
Development Services Limited 02/12/2022 INR 1.00 0.03 5.10 5.39 0.26 — 0.09 0.08 0.01 0.07 — 66.10%
57 Mahindra Holidays & Resorts

Harihareshwar Limited 23/08/2022 INR 1.00 0.05 (0.01) 0.05 0.01 — — (0.01) — (0.01) — 67.18%
E.
58 Holiday Club Resort Oy 02/09/2015 EUR 89.64 107.20 190.34 972.25 674.71
C23.86 1,067.88 (50.83) — (50.83) — 67.18%

ACCOUNTS
OM
(formerly known as Supermarket Capri
STANDALONE
Oy) 02/09/2015 EUR 89.64 0.90 18.14 69.11 50.07 — 7.34 (1.08) — (1.08) — 67.18%
60 Ownership Services Sweden Ab 02/09/2015 SEK 7.93 0.08 1.46 11.56 10.02 — — (0.01) — (0.01) — 67.18%
61 Are Villa 3 AB 26/01/2018 SEK 7.93 0.04 3.61 3.69 0.04 — — * — * — 67.18%
ACCOUNTS
CONSOLIDATED
62 Holiday Club Sweden Ab Åre 02/09/2015 SEK 7.93 0.08 91.88 164.09 72.13 48.22 18.86 (3.64) — (3.64) — 67.18%
63 Holiday Club Sport and Spahotels AB 01/12/2015 SEK 7.93 0.79 34.51 80.33 45.03 — 130.25 15.98 — 15.98 — 67.18%
64 Holiday Club Resort Rus LLC # 02/09/2015 RUB 1.06 0.03 (4.55) 0.11 4.63 — 2.85 0.37 0.10 0.27 — 67.18%
65 Holiday Club Canarias Investments S.L.U. 02/09/2015 EUR 89.64 0.03 (0.01) 23.71 23.69 23.20 — (0.01) * (0.01) — 67.18%
Proposed Proportion
66 Holiday Club Canarias Sales & Marketing

S.L.U. 02/09/2015 EUR 89.64 0.03 (14.23) 173.66 187.86 74.09 38.48 (2.73) (1.14) (1.60) — 67.18%
67 Holiday Club Canarias Resort

Management S.L.U. 02/09/2015 EUR 89.64 0.03 66.57 176.06 109.46 113.72 51.31 5.87 1.05 4.83 — 67.18%
68 Holiday Club Canarias Vacation Club

S.L.U. 18/12/2018 EUR 89.64 0.03 14.61 69.10 54.46 37.00 34.00 4.11 1.08 3.03 — 67.18%
69 Classic Legends Private Limited 18/10/2016 INR 1.00 525.00 (362.05) 483.82 320.87 72.79 710.84 (148.48) (0.07) (148.41) — 60.00%
70 BSA Company Limited

W 21/10/2016 GBP 101.92 2.74 26.98 99.04 69.32 * 36.76 (8.90) — (8.90) — 60.00%
71 The Birmingham Small Arms Company W

Limited ** 11/09/2020 GBP 101.92 * — * — — — — — — — 60.00%
72 BSA Corporation Limited ** 11/09/2020

W GBP 101.92 * — * — — — — — — — 60.00%
73 B.S.A. Motor Cycles Limited ** 11/09/2020 GBP 101.92 * — * — — — — — — — 60.00%

.C
74 Mahindra Two Wheelers Europe Holdings
S.a.r.l. $ 02/12/2014 EUR 89.64 1,289.91 (1,289.94) 62.99 63.02 5.41 0.03 (615.17) 0.05 (615.22) — 100.00%
AP
75 Mahindra Agri Solutions Limited 16/08/2000 INR 1.00 94.17 (114.65) 225.27 245.75 34.45 259.00 (71.07) — (71.07) — 98.79%
76 Mahindra Summit Agriscience Limited 09/10/2018 INR 1.00

I 128.11 (103.62)
TA 155.57 131.08 — 192.81 (75.27) — (75.27) — 59.27%
77 Mahindra EPC Irrigation Limited 08/09/2011 INR 1.00 27.89 135.52 253.18 89.77 0.48 213.13 (15.96) (3.72) (12.24) — 54.31%
78 Mahindra Top Greenhouses Private

Limited 16/11/2018 INR 1.00 3.00 (2.21) 1.83 1.04 — 2.12 (0.48) — (0.48) — 32.59%
LIN
79 Mahindra HZPC Private Limited 25/04/2013 INR 1.00 49.64 (46.22) 59.81 56.39 — 58.40 1.04 — 1.04 — 59.22%
80 Mahindra Fruits Private Limited 09/07/2014 INR 1.00 12.33 (12.22) 0.14 0.03 — * (0.10) — (0.10) — 98.79%
E.
81 Bristlecone Limited 17/05/2004 USD 82.19 0.16 58.29 259.14 200.69
C
247.32 8.22 (0.45) — (0.45) — 97.19%
82 Bristlecone India Limited 25/09/1995 INR 1.00 19.05 105.26 229.09 104.78 7.79 497.34 45.04 11.60 33.44 — 97.19%
OM
83 Bristlecone Consulting Limited 01/06/2010 CAD 60.78 * 3.16 3.62 0.46 — 2.23 0.38 0.10 0.28 — 97.19%
84 Bristlecone (Malaysia) Sdn.Bhd 30/05/2007 MYR 18.65 0.93 0.92 1.92 0.07 — 0.72 0.01 — 0.01 — 97.19%
85 Bristlecone International AG 21/06/2011 CHF 89.95 0.90 19.73 30.78 10.15 — 18.04 0.79 (0.01) 0.80 — 97.19%
86 Bristlecone (UK) Limited 31/05/1999 GBP 101.92 23.95 (17.69) 6.33 0.07 — 0.75 0.17 — 0.17 — 97.19%
87 Bristlecone Inc. 17/05/2004 USD 82.19 56.31 58.39 329.56 214.86 — 761.18 30.07 9.27 20.80 — 97.19%
88 Bristlecone Middle East DMCC 18/07/2016 AED 22.38 0.11 9.19 12.34 3.04 — 18.89 0.23 — 0.23 — 97.19%
89 Bristlecone GmbH 09/12/2003 EUR 89.64 0.45 49.75 59.84 9.64 — 59.27 1.95 0.52 1.43 — 97.19%
412
413
Proposed Proportion
COMPANY
OVERVIEW
90 Bristlecone (Singapore) Pte. Limited 21/02/2003 SGD 61.94 10.34 0.05 10.88 0.49 — 13.86 0.28 0.09 0.19 — 97.19%
91 Bristlecone Internacional Costa Rica

Limited ** 04/01/2022 USD 82.19 0.82 — 0.82 — — — — — — — 97.19%
REPORT
BOARD’S
92 Mahindra-BT Investment Company

(Mauritius) Limited 24/12/2004 USD 82.19 97.64 82.97 181.09 0.48 26.77 4.62 4.24 0.63 3.61 — 57.00%
93 Mahindra Accelo Limited (Formerly

known as Mahindra Intertrade Limited) 28/04/1983 INR 1.00 16.60 805.64 1,422.80 600.56 172.88 3,243.80 150.34 37.25 113.09 45.36 100.00%
AND ANALYSIS
94 Mahindra Steel Service Centre Limited 29/12/1993 INR 1.00 16.54 109.80 337.89 211.55 — 382.84 23.85 6.93 16.92 5.08 61.00%
95
W
Mahindra Electrical Steel Private Limited ** 11/07/2009 INR 1.00 0.50 (11.71) 6.91 18.12 — — (1.97) — (1.97) — 100.00%
96 Mahindra Auto Steel Private Limited 12/12/2013

W INR 1.00 68.50 69.40 329.98 192.08 — 479.33 39.45 11.23 28.22 4.25 75.50%
97 Mahindra Middleeast Electrical Steel

Service Centre (FZC) 08/08/2004 AED 22.38 4.52 33.91 92.56 54.13 — 98.27 8.01 — 8.01 1.60 90.00%
98 PT Mahindra Accelo Steel Indonesia 19/12/2018

W IDR 0.01 30.53 (12.42) 80.66 62.55 — 33.81 (10.00) — (10.00) — 99.98%
99 Mahindra MSTC Recycling Private Limited 16/12/2016

.C
INR 1.00 60.00 (21.25) 61.35 22.60 — 31.68 (5.31) * (5.31) — 50.00%
CORPORATE
GOVERNANCE
100 Mahindra Holdings Limited 02/11/2007 INR 1.00 2,705.37 173.25 2,878.89 0.27 2,390.39 14.64 517.98 67.70 450.28 — 100.00%
AP
101 Mahindra Overseas Investment Company
(Mauritius) Limited 24/12/2004 USD 82.19 I3,619.01 (3,911.49) 1,653.50 1,945.98 1,638.92 68.54 (126.54) 24.23 (150.77) — 100.00%
102 Mahindra Automotive Mauritius Limited 06/11/2018 EUR 89.64 1,965.38 (1,965.08) 0.38 0.08 — — (282.81) — (282.81) — 100.00%
TA
103 Mahindra Racing UK Limited 04/03/2011 GBP 101.92 0.20 12.56 116.67 103.91 — 273.56 30.30 — 30.30 — 100.00%
104 Mahindra Susten Private Limited 04/03/2011 INR 1.00 390.92 636.23 2,732.00 1,704.85 485.18 396.45 54.85 20.50 34.35 — 70.00%
LIN
105 Mahindra Renewables Private Limited 28/07/2013 INR 1.00 321.52 112.13 2,727.83 2,294.18 154.40 352.73 49.36 12.41 36.95 — 70.00%
106 Mahindra Teqo Private Limited 05/01/2016 INR 1.00 0.10 25.95 101.35 75.30 — 158.89 10.67 2.81 7.86 — 100.00%
E.
107 Neo Solren Private Limited 01/07/2015 INR 1.00 9.32 71.43 305.24 224.49 C — 37.92 2.97 0.84 2.13 — 70.00%
108 Marvel Solren Private Limited 10/10/2015 INR 1.00 27.82 26.08 132.34 78.44 — 21.85 3.06 0.75 2.31 — 35.70%
109 Astra Solren Private Limited 14/10/2015 INR 1.00 8.89 87.96 399.54 302.69 — 62.25 15.93 4.87 11.06 — 70.00%
ACCOUNTS
OM
STANDALONE
110 Brightsolar Renewable Energy Private

Limited 03/12/2013 INR 1.00 9.52 15.05 84.19 59.62 — 12.73 2.09 0.60 1.49 — 70.00%
111 Mega Suryaurja Private Limited 16/02/2017 INR 1.00 8.65 65.16 1,358.15 1,284.34 — 118.07 (14.76) (3.71) (11.05) — 70.00%
112 Martial Solren Private Limited ** 27/08/2020 INR 1.00 0.01 (0.09) * 0.08 — — (0.03) — (0.03) — 70.00%
ACCOUNTS
CONSOLIDATED
113 Mahindra Solarize Private Limited 06/04/2020 INR 1.00 35.39 4.86 123.18 82.93 7.39 177.16 1.79 (0.39) 2.18 — 100.00%
114 MSPL International DMCC ¥ 08/10/2019 AED 22.38 25.44 (25.11) 0.33 — — — * — * — 70.00%
115 Resurgence Solarize Urja Private Limited 29/08/2022 INR 1.00 9.98 (0.21) 11.11 1.34 — — (0.21) — (0.21) — 100.00%
Proposed Proportion
116 Emergent Solren Private Limited 09/11/2022 INR 1.00 0.05 (0.04) 0.04 0.03 — — (0.04) — (0.04) — 100.00%
117 Mahindra Defence Systems Limited 30/07/2012 INR 1.00 16.72 443.61 1,010.62 550.29 22.90 380.03 80.99 22.55 58.44 12.54 100.00%
118 Mahindra Telephonics Integrated

Systems Limited 22/04/2013 INR 1.00 50.78 (50.60) 48.97 48.79 — 9.83 (4.42) — (4.42) — 100.00%
119 Mahindra Emirates Vehicle Armouring

FZ-LLC 05/08/2010 AED 22.38 22.38 12.27 60.79 26.14 0.06 78.82 3.47 — 3.47 — 88.00%
120 Mahindra Armored Vehicles Jordon, LLC.

W 31/03/2019 JOD 115.87 0.05 0.56 9.07 8.46 — 14.83 0.11 — 0.11 — 88.00%
121 Mahindra First Choice Wheels Ltd 24/03/2008

W INR 1.00 87.84 185.04 477.31 204.43 101.56 1,113.12 (110.56) * (110.56) — 55.18%
122 Fifth Gear Ventures Limited 17/01/2020 INR 1.00 0.31 18.97 38.30 19.02 — 63.13 (26.57) — (26.57) — 55.18%
123 Mahindra Integrated Business Solutions

Private Limited 18/01/2011
W INR 1.00 9.78 174.74 265.01 80.49 7.03 491.03 33.83 6.93 26.90 9.78 100.00%
124 Mahindra eMarket Limited 11/08/2014

.C
INR 1.00 0.80 (1.78) 0.99 1.97 — 0.15 (0.05) (0.04) (0.01) — 83.47%
125 Mahindra Airways Limited 27/07/2016 INR 1.00 67.75 (7.08) 60.73 0.06 — 0.06 (1.61) — (1.61) — 100.00%
AP
126 Mahindra Logistics Limited 12/12/2007 INR 1.00 I 71.98 556.00 2,165.16 1,537.18 259.88 4,470.94 80.44 15.91 64.53 18.01 58.09%
127 2 x 2 Logistics Private Limited 22/10/2012 INR 1.00 9.01 (12.27) 21.44 24.70 — 20.82 (5.36) (1.49) (3.87) — 31.95%
TA
128 Lords Freight (India) Private Limited 07/08/2014 INR 1.00 2.36 39.89 78.28 36.03 — 367.43 13.38 3.42 9.96 — 57.54%
129 MLL Express Services Private Limited

(formerly known as Meru Travel
LIN
Solutions Private Limited) 05/12/2019 INR 1.00 97.14 (78.68) 356.74 338.28 2.20 123.15 (42.50) (10.71) (31.79) — 58.09%
130 MLL Mobility Private Limited (formerly

known as Meru Mobility Tech Private
E.
Limited) 05/12/2019 INR 1.00 0.46 15.70 129.80 113.64 — 185.52 (8.62) — (8.62) — 58.09%
131 V-Link Automotive Services Private

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Limited 05/12/2019 INR 1.00 0.01 29.15 31.34 2.18 — 0.30 * — * — 58.09%
OM
132 V-Link Freight Services Private Limited 09/09/2022 INR 1.00 1.00 (0.14) 1.46 0.60 — 0.49 (0.14) — (0.14) — 58.09%
133 MLL Global Logistics Limited $$ 06/12/2022 GBP 101.92 — — — — — — — — — — 58.09%
134 V-Link Fleet Solutions Private Limited 05/12/2019 INR 1.00 0.01 (13.46) 1.57 15.02 — 0.94 0.05 — 0.05 — 58.09%
135 Mahindra Aerospace Private Limited 28/02/2008 INR 1.00 912.39 (538.09) 374.50 0.20 372.00 176.98 176.07 — 176.07 — 100.00%
136 Mahindra Aerostructures Private Limited 27/01/2011 INR 1.00 464.50 (297.26) 244.15 76.91 — 158.25 (6.45) — (6.45) — 100.00%
137 Mahindra Aerospace Australia Pty

Limited 08/04/2010 AUD 55.23 784.94 (753.14) 31.93 0.13 — 0.22 (1.07) — (1.07) — 100.00%
138 GA8 Airvan Pty Limited $ 27/06/2010 AUD 55.23 0.06 (0.06) — — — * * — * — 100.00%
414
415
Proposed Proportion
COMPANY
OVERVIEW
139 GA200 Pty Limited $ 27/06/2010 AUD 55.23 0.06 (0.06) — — — * * — * — 100.00%
140 Nomad TC Pty Limited $ 27/06/2010 AUD 55.23 0.13 (0.13) — — — * * — * — 100.00%
REPORT
BOARD’S
141 Airvan 10 Pty Limited $ 10/12/2015 AUD 55.23 0.06 (0.06) — — — * * — * — 100.00%
142 Gippsaero Pty Limited 27/06/2010 AUD 55.23 671.52 (671.33) 9.35 9.16 — 7.71 (6.44) — (6.44) — 100.00%
143 Airvan Flight Services Pty Limited $ 27/06/2010 AUD 55.23 0.06 (0.06) — — — * * — * — 100.00%
144 Mahindra Waste To Energy Solutions

AND ANALYSIS
Limited W 25/06/2017 INR 1.00 30.00 (14.10) 22.04 6.14 — 7.19 (3.68) — (3.68) — 100.00%
145 Mahindra Telecom Energy Management

Services Limited 25/06/2017
W INR 1.00 69.44 0.20 70.01 0.37 62.21 2.81 0.18 0.16 0.02 — 100.00%
146 Mahindra Construction Company Ltd 28/11/2017 INR 1.00 2.40 (24.00) 1.50 23.10 — 1.24 1.20 0.33 0.87 — 65.27%
Notes
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^ Gross turnover includes revenue from operations and other income
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CORPORATE
** denotes companies yet to commence operations

GOVERNANCE
# denotes companies where reporting period is different from 1st April, 2022 to 31st March, 2023. The financial year for all other subsidiaries is 1st April, 2022 to 31st March, 2023
€ Under liquidation
AP
¥ Under liquidation, financials are upto 18th January, 2023 I
$ Based on unaudited financial statements as audit is not required as per their local laws
$$ incorporated in current financial year and will prepare it’s first statutory accounts in next financial year
TA
@ excluding shares issued to ESOP Trusts of the respective entities/their holding companies but not allotted to employees
## There are no companies where voting power is different from ownership interests
Names of subsidiaries which have ceased to exist during the year on account of Liquidation/ Sale/Merger through scheme of arrangement are as under :
LIN
(a) OFD Holding B.V. (k) Kiinteistö Oy Rauhan Ranta 1 (u) Mahindra Residential Developers Limited (ae) Mahindra Fresh Fruits Distribution Holding
Company (Europe) B.V.

E.
(b) Origin Direct Asia Ltd. (l) Kiinteistö Oy Rauhan Ranta 2 (v) Mahindra Tractor Assembly, Inc. (af) Mahindra Consulting Engineers Limited
(c) Origin Fruit Direct B.V. (m) Kiinteistö Oy Tiurunniemi
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(w) Mahindra Electric Mobility Limited (ag) Mahindra Namaste Limited
(d) Origin Fruit Services South America SpA (n) Kiinteistö Oy Kylpyläntorni 1 (x) Mahindra West Africa Limited (ah) Ssangyong Motor Company
ACCOUNTS
OM
STANDALONE
(e) Origin Direct Asia (Shanghai) Trading Co. Ltd. (o) Kiinteistö Oy Spa Lofts 2 (y) Peugeot Motocycles S.A.S. (ai) Ssangyong European Parts Center B.V
(f) Kiinteistö Oy Himos Gardens (p) Kiinteistö Oy Spa Lofts 3 (z) Peugeot Motocycles Deutschland GmbH (aj) SY Auto Capital Co., LTD
(g) Kiinteistö Oy Vanha Ykköstii (q) Kiinteistö Oy Kuusamon Pulkkajärvi 1 (aa) Peugeot Motocycles Italia S.p.A. (ak) SsangYong Australia Pty Limited
(h) Kiinteistö Oy Katinnurkka (r) Kiinteistö Oy Rauhan Liikekiinteistöt 1 (ab) PMTC Engineering SPA
ACCOUNTS
(i) Kiinteistö Oy Tenetinlahti (s) Merakisan Private Limited (ac) Mahindra Bangladesh Private Limited
CONSOLIDATED
(j) Kiinteistö Oy Mällösniemi (t) Mahindra Integrated Township Limited (ad) HCR Management Oy
Part “B” Details of Associates / Joint Ventures [as per Section 2(6) of the Companies Act, 2013]
Rupees crores
Name of Associates /Joint Ventures Audited Date of No. of Proportion Cost of Net worth Profit/(Loss) for the year
Balance Acquisition Equity of Investments attributable to
Sheet Date shares held ownership Shareholding Considered in Not
†† interest as per latest Consolidation considered in
audited consolidation
Balance Sheet
Tech Mahindra Limited 31/03/2023 31/08/2012 24,82,20,799 28.21% 976.82 7,877.50 1,362.91 3,468.39
Mahindra CIE Automotive Limited 31/12/2022 01/07/2021 1,21,22,068 3.20% 306.28 163.15 (4.96) (131.21)
OM
Officemartindia.com Limited 31/03/2023 31/03/2002 7,49,997 50.00% — (0.12) — —
Mahindra & Mahindra Contech Limited 31/03/2023 01/04/2010 70,000 46.66% 1.73 8.41 0.58 0.67
Kota Farm Services Limited 31/03/2023 15/04/2011 3,10,000 47.81% 0.30 (0.15) * *
Mitsubishi Mahindra Agricultural
Machinery co., Ltd. § 01/10/2015 4 33.33% 191.59 74.05 2.73 5.47
C
P.F. holding BV $ 27/05/2016 2,63,36,050 40.00% 254.05 109.93 (21.36) (32.04)
Zoomcar Inc $ ≠ 16/02/2018 1,78,14,456 3.28% — — — —
E.
Smartshift Logistics Solutions Private
Limited 31/03/2023 28/03/2018 8,32,11,840 26.26% 218.51 137.12 (45.86) (128.80)
Mahindra Ideal Lanka Private Limited 31/03/2023 31/05/2018 1,75,000 35.00% 6.79 3.22 (1.44) (2.66)
Sanyo Special Steel Manufacturing India
Private Limited (formerly known as
Mahindra Sanyo Special Steel Private
Limited) 31/03/2023 21/06/2018 34,75,264
LIN 22.81% 145.13 15.87 (6.34) (14.59)
ReNew Sunlight Energy Private Limited 06/07/2021 1,60,74,000 37.21% 16.07 13.80 (0.25) (0.43)
TA
Brainbees Solutions Private Limited 29/04/2022 5,33,34,835 12.42% 415.80 425.98 (57.92) (408.41)
≠ Investment in Zoomcar Inc. is fully provided for impairment and hence loss for the period has not been considered in consolidation.
I
Notes:
AP
There are no Associates or Joint ventures which are yet to commence operations.
* denotes amount less than Rs. 50,000
†† Including equity/preferred shares to be issued on conversion of participating Compulsorily Convertible Preference Shares
$ Based on unaudited financial statements as audit is not required as per their local laws
.C
§ In addition to JPY750 million Common Stock (which represents 33.33% of the Common stock), the Company owns the entire JPY 2,250 million “Class A” shares
(shares with no voting rights); “Class A” shares have rights over dividend and liquidation on an equal basis with Common Stock.
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For Mahindra & Mahindra Limited

Directors: Anand G. Mahindra Chairman (DIN - 00004695)
Vikram Singh Mehta (DIN - 00041197)
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Nisaba Godrej (DIN - 00591503) Manoj Bhat Group Chief Financial Officer
Muthiah Murugappan (DIN - 07858587) Narayan Shankar Company Secretary (ACS No. 8666)
CP Gurnani (DIN - 00018234) Mumbai, 26th May, 2023
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“Dream about achieving

the impossible - because
impossible things do happen.”
KESHUB MAHINDRA
9 October 1923 - 12 April 2023
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Registered Office:
MAHINDRA &
MAHINDRA LIMITED
Mumbai - 400 001
www.mahindra.com

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Mahindra & Mahindra Ltd.

Tel: +91 22 2490 1441

National Stock Exchange of India Limited BSE Limited

Bourse de Luxembourg London Stock Exchange Plc

provided to the Members and NCD holders on request.

This is for your information.

SHANKAR Date: 2023.07.03 00:58:50

Tel: +91 22 2490 1441

Resolution Details of the Resolution Ordinary/

6. Payment of Remuneration to Mr. Anand G. Mahindra (DIN:00004695) as Non- Special

Executive Chairman of the Company for the Financial Year 2023-24.

8. Revision in the terms of remuneration of Dr. Anish Shah (DIN:02719429), Special

10. Amendment to the Articles of Association of the Company. Special

THE SEVENTY SEVENTH ANNUAL GENERAL MEETING OF 5. 

percent of the total annual remuneration payable to

3. Declaration of Dividend on Ordinary (Equity) Shares arise in this regard.”

Resolution as an Ordinary Resolution:

Ordinary (Equity) Share of the face value of Rs. 5 each

existing Article 104 as follows:

ii) Availing / rendering of any services;

Act, 2013 or any other applicable law, regulatory or

iv) Purchase / sale / transfer / exchange / lease

of India (Listing Obligations and Disclosure Requirements)

"RESOLVED that pursuant to the provisions of Regulation

to such approval(s), consent(s), permission(s) as may be

or amendment(s) thereto or re-enactment(s) thereof,

FURTHER RESOLVED that the Board of Directors of the 4. 

KFin Technologies Limited, Registrar & Transfer Agent

and their shareholding maintained under section 170 of

available electronically for inspection by the Members

VC/OAVM will be counted for the purpose of

instructions, if any, already given by them in respect of Authority of India (IRDAI)/LIC/GIC.

applicable to shares held in the electronic mode.

20% (plus applicable surcharge and cess) on the amount

rates specified in section 196C and 196D of the Income-

However, as per section 90 of the Income-tax Act, 1961,

those Members whose e-mail addresses are registered with

for the same.

by making an online application to the IEPF Authority in

http://www.iepf.gov.in/IEPF/refund.html. A copy of the Notice of this AGM along with Annual

of the Company at https://www.mahindra.com, website

Members desiring to avail of this facility may send their

in the VC/OAVM Facility as well as in the one way

The Company will, at the AGM, endeavour to address of https://emeetings.kfintech.com or contact at

Type of shareholders Login Method

II. Select “Register Online for IDeAS” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

IV. Follow steps given in point 1.

I. Open URL: https://www.evoting.nsdl.com/

your demat account) and Verification Code as shown on the screen.

Type of shareholders Login Method

Individual Shareholders 1. Existing user already opted for Easi / Easiest

websites. (“EVEN“), USER ID and password:

in demat mode for any technical issues related to URL: https://evoting.Kfintech.com.

password). In case of physical folio, User ID

system will prompt you to change your the Company at [email protected].

item, it will be treated as abstained. Financial District, Nanakramguda, Serilingampally,

31st July, 2023 (9:00 a.m. IST) and ends on Thursday,

II. Those Members who have already registered their

c. E-voting during the AGM is integrated with the VC/

the Registrars and Share Transfer Agents (RTAs).

THE SEVENTY SEVENTH ANNUAL GENERAL MEETING OF 5.

iv) Purchase / sale / transfer / exchange / lease

"RESOLVED that pursuant to the provisions of Regulation

FURTHER RESOLVED that the Board of Directors of the 4.

KFin Technologies Limited, Registrar & Transfer Agent

However, as per section 90 of the Income-tax Act, 1961,

http://www.iepf.gov.in/IEPF/refund.html. A copy of the Notice of this AGM along with Annual

The Company will, at the AGM, endeavour to address of https://emeetings.kfintech.com or contact at

II. Select “Register Online for IDeAS” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

II. Those Members who have already registered their

c. E-voting during the AGM is integrated with the VC/

The Nominee Director shall be entitled to all the rights and

^ T urnover includes Revenue from Operations and Other income. % of

i) The nature and tenor of loan/ICD,

* Turnover includes Revenue from Operations and Other Income.