Dear Shareholders

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

A. FINANCIAL AND OPERATIONAL HIGHLIGHTS

(Rs. in crore)

1 Remeasurement ofnet(loss)/gainondefined benefit plans, recognised as part of retained earnings.

For details, refer to ‘Statement of Changes in Equity' in the Standalone Financial Statements and ‘Consolidated Statement of Changes in Equity' in the Consolidated Financial Statements respectively forming part of this Annual Report.

FY26 witnessed heightened global macroeconomic volatility, driven by escalating geopolitical tensions in the Middle East.

Financial markets remained volatile, reflecting concerns around trade fragmentation, energy security and the lagged impact of tighter global financial conditions.

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

pressures moderated further in FY26, supported by benign commodity prices, improved food supply management and proactive policy measures. FY26 headline

CPI inflation is projected at approximately 2.1% by the Reserve Bank of India (RBI). With inflation well anchored,

India strengthened its macroeconomic stability and policy flexibility. Continued focus on capital expenditure, targeted fiscal support and calibrated monetary policy actions improved liquidity conditions and supported consumption-led growth. Going forward, India's strong domestic demand, favourable demographics and sustained policy support are expected to underpin a resilient consumption outlook and enable sustainable economic growth.

The Profit for the year before Depreciation, Finance Share of Profit of Associates and Joint Venture, Exceptional items and Taxation recorded an increase of 25.5% at

Rs. 25,264.66 crore as against Rs. 20,127.37 crore in the previous year. Profit after tax increased by 31.9%

Rs. 15,638.93 crore as against Rs. 11,854.96 crore in the previous year.

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

Earnings Per Share (EPS)

The Standalone basic EPS of the Company stood at

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

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

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

Performance Review

Automotive Sector*

Your Company's Automotive Sector posted total sales of

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

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

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

In the Commercial Vehicle (‘CV') segment, your Company sold 3,04,389 vehicles [including 38,120 vehicles

<2T GVW, 2,08,634 vehicles between 2-3.5T GVW, 45,773 Light Commercial Vehicles (‘LCVs') in the 3.5T-7.5T segment, 1,918 vehicles in the 7.5T-16T GVW segment, 5,324 Heavy Commercial Vehicles (‘HCVs') and 4,620 LCV Passenger] registering a growth of 13.1% over the previous year's volumes of 2,69,087 vehicles [including 38,995 vehicles <2T

GVW, 1,89,914 vehicles between 2-3.5T GVW, 29,085 LCVs in the 3.5T-7.5T segment, 1,340 vehicles in the 7.5T-16T GVW segment, 5,457 HCVs and 4,296 LCV Passenger].

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

For the year under review, the Indian automotive industry

(except 2W) grew by 9.3%, with the PV industry growth of 7.9% and CV industry growth of 12.6%.

The UV segment showed growth of 11.0%. The UV market share for your Companystoodat21.3%.Thar Roxx, Scorpio, XUV3X0, XUV700, Thar and Bolero continued to be strong brands for your Company in the UV segment.

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

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

In the MHCV Goods Segment, your Company sold 7,242 trucks as against 6,797 trucks in the previous year. Your

Company's market share in the MHCV segment stands at 2.0%.

Your Company is the pioneer for Electric Vehicles (EVs) in India, and for the year under review, in the electric three-wheeler segment, your Company sold 1,04,586 vehicles as against

77,386 vehicles in the previous year, with a growth of 35.1%.

In the electric four-wheeler segment, your Company sold 57,472 vehicles as against 14,183 vehicles in the previous year, with a growth of 305.2%. In the CV segment, your Company sold 2,571 Electric Vehicles.

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

18.2%.

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

* The figures include sales made by subsidiaries of the Company viz. Mahindra Electric Automobile Limited and Mahindra Last Mile Mobility Limited.

Farm Equipment Sector

Your Company's Farm Equipment Sector recorded total sales (domestic and exports) of 5,26,403 tractors as against

4,24,641 tractors sold in the previous year, registering a growth of 24.0%.

These brand, which is the third brand of your Company under the subsidiary Gromax Agri Equipment Limited.

For the year under review, the tractor industry in India recorded sales of 11,60,231 tractors, a growth of 23.5%.

Tractor Industry recorded growth in FY26 on account of favourable monsoon, good reservoir levels, GST rate cut for tractors leading to positive terms of trade for farmers and a broad-based GST rate cut resulted in a strong income effect for rural consumption.

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

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

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

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

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

Other Businesses

Powerol

Mahindra Powerol has been a leading player in the power back-up industry for over two decades and ranks among the top two players by volume in India's power generation market. Its strong footprint includes more than 1,000 sales and service touchpoints across India and operations in over

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

Leveraging its network, reach and focus on Green Energy

Solutions, Powerol emerged as a Strong Player in EV Charger include tractors sold under the services with over 50,000 home chargers installations across the nation. Growing infrastructure and power needs offer significant expansion opportunities.

Construction Equipment

Your Company sold 763 Backhoe Loaders (BHLs) under the

Mahindra EarthMaster brand; sold 236 Motor Graders under the RoadMaster brand; and sold 77 Haulage tractor under HaulMaster brand, totalling to 1,076 construction equipment units for FY26.

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

Two-Wheeler Business

Your Company, through its subsidiary Classic Legends Private

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

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

Bantam and Scrambler.

Current Year's review

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

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

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

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

Investment and Exports along with sustained public capital expenditure, is expected to reinforce medium-term growth momentum.

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

Economic Overview

Theglobal economy witnessed a moderation in growth momentum during the Calender Year (‘CY') 2025 amid heightened geopolitical disruptions and commodity related supply shocks. The International Monetary Fund (IMF) in its

April 2026 outlook revised global growth for CY26 downward to around 3.1%, reflecting the impact of the Middle East conflict, elevated commodity prices and renewed trade uncertainties. Growth is expected to remain modest in CY27 at about 3.2%, with downside risks dominating the outlook.

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

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

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

Fiscal consolidation has progressed in line with medium-term objectives, while the current account deficit has remained manageable, aided by sustained growth in services exports.

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

The Indian Rupee experienced heightened volatility during

FY26 amid global risk aversion, elevated crude prices and intermittent capital outflows. While the currency came under pressure during periods of global uncertainty, India's strong foreign exchange reserves of around USD 700 billion provided an effective buffer against disorderly The RBI remained active in managing excessive volatility, ensuring stability in the foreign exchange market despite challenging global conditions.

The RBI has projected CPI inflation to average around 4. for FY27. However, the inflation outlook remains uncertain due to volatility in global commodity and energy prices which could intermittently exert pressure on headline inflation.

Banks continue to regard your Company as a highly valued and esteemed client and have consistently extended facilities at preferential rates. Your Company continues to follow a prudent financial strategy, ensuring that overall leverage remains at optimal levels. The Company's Gross Debt to

Equity ratio at 0.01 as at 31st March 2026 continues to remain low, reflecting a strong balance sheet position.

Your Company continues to maintain a disciplined approach to cash and liquidity management, ensuring adequate financial flexibility and risk resilience. The banking of your Company continues to be rated by CRISIL Ratings

Limited (‘CRISIL'), ICRA Limited (‘ICRA'), India Ratings and Research Private Limited (‘IND') and CARE Ratings Limited (‘CARE'). All rating agencies have reaffirmed the highest ratings for the Company's Short-Term facilities. For Long-Term facilities and Non-Convertible Debentures, the respective ratings of CRISIL AAA/Stable, [ICRA] AAA (Stable), CARE AAA; Stable and IND AAA/Stable have been reaffirmed.

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

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

Investor Relations (IR)

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

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

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

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

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

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

? Execution-led turnaround in Mahindra Finance and Tech

Mahindra.

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

? Progress on ESG commitments.

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

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

Dividend

As per the Dividend Distribution Policy, dividend payout is determined based on available financial resources, investment requirements and taking into account optimal shareholder returns. Within these parameters, the Company has maintained a total dividend payout ratio in the range of

20% to 35% of the annual standalone Profits after Tax (PAT) of the Company.

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

The Equity Dividend Outgo for the FY26 would absorb a sum of Rs. 4,103.65 crore resulting in a payout of 26.2% of the standalone net profit of the Company for the FY26

[as against Rs. 3,146.13 crore comprising the dividend of

Rs. 25.3 per Ordinary (Equity) Share of the face value of Rs. 5 each resulting in a payout of 26.5% for the previous year]. Dividend will be payable subject to the approval of

Shareholders at the ensuing Annual General Meeting and deduction of tax at source to those Shareholders whose names appear in the Register of Members as on the Record

Date / Book Closure. The Board of your Company decided not to transfer any amount to the General Reserve for the year under review.

Dividend Distribution Policy

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

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

Distribution-Policy.pdf

B. CONSOLIDATED FINANCIAL STATEMENTS

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

Report. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies, associates and joint ventures.

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

The Consolidated Profit before exceptional items, share of profit of associates and joint ventures and tax for the year is Rs. 23,513 crore as compared to Rs. 17,542 crore in the previous year, registering an increase of 34.0%. The consolidated profit after tax after non-controlling interest and exceptional items for the year is Rs. 17,099 crore as compared to Rs. 12,929 crore in the previous year, registering an increase of 32.3%.

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

Subsidiary, Joint Venture and Associate Companies

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

Tech Mahindra Limited, flagship company of the Mahindra

Group in the IT Sector, reported a consolidated operating revenue of Rs. 56,815 crore in the current year as compared to Rs. 52,988 crore in the previous year, registering an increase of 7.2% (not consolidated in the Company's revenue). Its consolidated profit after tax after non-controlling is Rs. 4,811 crore as compared to Rs. 4,252 crore in the previous year, registering an increase of 13.1%. The Group's financial services company, Mahindra & Mahindra Financial Services Limited (‘Mahindra Finance'), a listed subsidiary of the Company, reported a consolidated operating revenue of Rs. 21,005 crore during the year as compared to Rs. 18,463crore in the previous year, registering an increase of 13.8%. The consolidated profit after tax after non-controlling interests for the year is Rs. 2,855 crore as compared to Rs. 2,262 crore in the previous year, registering an increase of 26.2%. Mahindra

Finance customer base has crossed 12 million customers and currently has a network of over 1,348 offices. Mahindra Finance reported closing business AUM of Rs. 1,34,096 crore as of 31st March 2026, a growth of 12.1%.

Mahindra Lifespace Developers Limited, the listed subsidiary in the business of real estate and infrastructure, reported a consolidated operating revenue of Rs. 1,178 crore as compared to Rs. 372 crore in the previous year, registering an increase of

216.7%. The consolidated profit after tax after non-controlling interest for the year is Rs. 298 crore as compared to Rs. 61 crore in the previous year, registering an increase of 388.5%. Mahindra Holidays & Resorts India Limited, the listed subsidiary in the business of selling vacation ownership and providing holiday facilities, registered a consolidated operating revenue of Rs. 2,992 crore as compared to Rs. 2,781 crore in the previous year, registering an increase of 7.6%. The consolidated profit after tax after non-controlling interests for the year is Rs. 70 crore as compared to Rs. 128 crore in the previous year, registering a decrease of 45.3%, driven by the impact of EUR/INR on international business.

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

Rs. 2 crore as compared to loss of Rs. 36 crore in the previous year, registering an increase of 105.6%.

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

SML Mahindra Limited (‘SML') (formerly known as SML Isuzu Limited), the listed subsidiary primarily in the business of manufacturing and sale of Light Commercial Vehicles and Medium Commercial Vehicles in the automobile industry and has a product portfolio comprising buses, trucks, and specific application vehicles, reported operating revenue of Rs. 2,838 crore as compared to Rs. 2,399 crore in the previous year registering an increase of 18.3%. The profit after tax for year is Rs. 160 crore as compared to Rs. 122 crore in the previous year, registering an increase of 31.1%. SML became subsidiary of the Company with effect from1 st August 2025. Mahindra EPC Irrigation Limited, a listed subsidiary in the business of Micro Irrigation Systems such as Drip and Sprinklers, Agricultural Pumps, Greenhouses and Land Scape Products, reported a consolidated operating revenue of Rs. 312 crore as compared to Rs. 273 crore in the previous year, registering an increase of 14.3%. The consolidated profit after tax for year is Rs. 13 crore as compared to Rs. 7 crore in the previous year, registering an increase of 85.7%.

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

Mahindra Advanced Technologies Limited (‘MATL'), Shreyas

Stones Private Limited, Keskin?inen Kiinteist? Oy Salla Star, SML Mahindra Limited, PSL Media & Communications Limited, New Democratic Electoral Trust and Mahindra Blossom Developers Limited have become Subsidiaries of your Company. Additionally, Mahindra & Mahindra Contech Limited and Kota Farms Services Limited have transitioned from being Associates to Subsidiaries of your Company.

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

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

Further, pursuant to the restructuring process, Mahindra

Defence Systems Limited (‘MDSL') ceased to be direct wholly owned subsidiary of the Company and became a wholly owned subsidiary of MATL. Additionally, Mahindra Telephonics

Integrated Systems Limited and Mahindra Emirates Vehicle Armouring FZ LLC (‘MEVA') also ceased to be the subsidiaries of MDSL and became direct subsidiaries of MATL. Mahindra as Armored Vehicles Jordan, LLC, a subsidiary of MEVA also ceased to be a step-down subsidiary of MDSL and became a step down subsidiary of MATL.

Mahindra BT Investment Company (Mauritius) Limited became a wholly owned subsidiary of the Company on account of acquisition of its balance stake by the Company from BT

Holdings Limited. Subsequently, its name has been changed to Mahindra Investment Company Mauritius Limited.

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

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

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

Pursuant to execution of Agreement between the Company and Tech Mahindra Limited, a listed Associate of the

Company, Tech Mahindra Foundation has been classified as the Associate of the Company.

Further, Mahindra Ideal Lanka Private Limited and Blue

Planet Integrated Waste Solutions Private Limited ceased to be Associates of your Company.

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

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

Policy-for-Determining-Material-Subsidiaries.pdf

C. JOINT VENTURES, ACQUISITIONS AND OTHER MATTERS

Acquisition of SML Isuzu Limited (‘SML')

During the year, the Company entered into Share Purchase

Agreements with Sumitomo Corporation and with Isuzu

Motors Limited for the acquisition of: a. 63,62,306 equity shares constituting 43.96% of the equity share capital of SML from Sumitomo Corporation, and; b. 21,70,747 equity shares constituting 15.0% of the equity share capital of SML from Isuzu Motors Limited,

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

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

58.97% of the existing share capital of SML, which was subsequently renamed as SML Mahindra Limited effective

8th October 2025.

Manufacturers Life Insurance Company (‘Manulife')

TheBoard of Directors of the Company approved a 50:50 Joint Venture with Manulife on 12th November 2025 for entering into the life insurance business in India, subject to Insurance

Regulatory Authority of India (‘IRDAI') approval. The total capital committed by each Shareholder is Rs. 3,600 crore, which is to be deployed over a period of 10 years from the year of commencement of operations.

Mahindra's brand strength, deep distribution capabilities in rural and semi-urban India and execution excellence make life insurance a logical extension towards building a comprehensive financial services portfolio for the Group. The Joint Venture aspires to be the No. 1 life insurer for rural and semi-urban India, and in serving urban customers through leadership in protection solutions.

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

During the year under review, Mahindra & Mahindra Financial

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

Thekey terms of the Rights Issue included the issuance of

15,44,41,240 fully paid-up equity shares of face value of

Rs. 2 each, at a price of Rs. 194 per equity share (including a premium of Rs. 192 per equity share), aggregating upto

Rs. 2,996.16 crore, with the entire issue price payable at the time of application. The Rights Entitlement ratio was

1 equity share for every 8 equity shares held by the eligible shareholders of MMFSL as on the record date.

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

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

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

The Company subscribed to 8,51,82,612 equity shares of

MMFSL, which were duly allotted to the Company by MMFSL.

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

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

During the year under review, Mahindra Lifespace Developers

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

The key terms of the Rights Issue included the issuance of 5,82,20,901 fully paid-up equity shares of face value of Rs. 10 each, at a price of Rs. 257 per equity share (including a premium of Rs. 247 per equity share), aggregating up to

Rs. 1,496.28 crore, with the entire issue price payable at the time of application. The Rights Entitlement ratio was 3 equity shares for every 8 equity shares held by the eligible shareholders of MLDL as on the record date.

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

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

TheRights Issue was successfully closed on 17th June 2025, pursuant to which MLDL raised an aggregate amount of Rs. 1,494.54 crore. MLDL allotted 5,81,53,156 fully paid-up equity shares of face value of Rs. 10 each on 18th June 2025. The Company subscribed to equity shares of MLDL offered on Rights basis and was allotted 3,24,86,158 equity shares by MLDL.

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

Rights Issue of Mahindra Logistics Limited (‘MLL')

During the year under review, Mahindra Logistics Limited

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

The key terms of the Rights Issue included the issuance of 2,70,49,301 fully paid-up equity shares of face value of Rs. 10 each, at a price of Rs. 277 per equity share (including a premium of Rs. 267 per equity share), aggregating up to Rs. 749.27 crore, with the entire issue price payable at the time of application. The Rights Entitlement ratio was

3 equity shares for every 8 equity shares held by the eligible shareholders of MLL as on the record date.

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

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

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

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

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

31st March 2026.

Rights Issue of Mahindra Susten Private Limited

During the year under review, the Board of Directors of

Mahindra Susten Private Limited (‘MSPL'), a subsidiary of Mahindra Holdings Limited (‘MHL'), which is a wholly owned subsidiary of the Company has approved the offer and issuance of up to 29,79,50,001 Equity Shares at Rs. 60.40 per share (comprising of Face Value of Rs. 10 per share and Premium of Rs. 50.40 per share) for cash, aggregating to Rs.

17,99,61,80,060.40 to the existing Equity Shareholders of MSPL on a rights basis, in one or more tranches.

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

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

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

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

Vehicles Jordan, LLC from Mahindra Defence Systems Limited (‘MDSL').

MATL has also acquired 100% holding in MDSL from the

Company in pursuance to another Share Purchase Agreement dated 25th June 2025.

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

International Finance Corporation (‘IFC') had invested

Rs. 600 crore in Compulsorily Convertible Preference

Shares (‘CCPS') of Mahindra Last Mile Mobility Limited (‘MLMML'), a subsidiary of the Company vide Subscription

Agreement executed on 22nd March 2023. Further, India

Japan Fund (‘IJF') had invested Rs. 400 crore in CCPS of

MLMML vide Subscription Agreement executed on 11th

January 2024.

In furtherance to the above, MLMML in accordance with the terms and conditions as stipulated in the aforesaid Agreements, had allotted 15,73,46,332 Equity Shares of face value of Rs. 10 each, pursuant to the conversion of

60,00,000 - 0.001% CCPS of Face Value Rs. 1,000 each to IFC and 9,51,69,152 Equity Shares of face value of Rs. 10 each, pursuant to the conversion of 40,00,000 -

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

Consequent to the aforesaid allotment of equity shares arising out of conversion of CCPS, the Company's shareholding in

MLMML has reduced from existing 100% to 78.11% of the paid-up share capital of MLMML. However, MLMML continues to be a subsidiary of the Company.

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

As mentioned in the Annual Report of FY24, the Company had agreed to invest Rs. 525 crore by way of subscription to Compulsorily Convertible Preference Shares (‘CCPS') and

Equity Shares of Classic Legends Private Limited, a subsidiary of the Company (‘CLPL') and Rs. 350 crore was to be invested by Existing Shareholders and New Investors in CLPL, in one or more tranches.

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

Consequent to the aforesaid allotment of equity shares, the

Company's shareholding in CLPL remained at 60% of thepaid-up share capital of CLPL. However, during the year CLPL allotted

Sweat equity shares to its Director, which led to reduction of

Company's shareholding to 58.37%, as on 31st March 2026.

Execution of a Share Purchase Agreement with BT Holdings Limited

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

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

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

During the year under review, the Company has executed the

Share Subscription and Shareholders Agreement (‘SSSHA') with Gelos Solren Private Limited (‘Gelos') and Mahindra Susten Private Limited (‘MSPL'), whereby the Company has, inter alia, agreed to subscribe to equity shares representing

26% of the post-issue Share Capital of Gelos, in one or more tranches, consequent to which, MSPL's post allotment shareholding in Gelos will be diluted to 74% from 100%. MSPL is a subsidiary of Mahindra Holdings Limited, which is a wholly owned subsidiary of the Company.

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

Mahindra Racing UK Limited

During the year, Mahindra Overseas Investment Company

(Mauritius) Limited (‘MOICML'), a wholly owned subsidiary of the Company acquired the entire stake of Mahindra Racing UK

Limited (‘MRUK'), a wholly owned subsidiary of MOICML from

Tech Mahindra London Limited, a wholly owned subsidiary of Tech Mahindra Limited which is a listed Associate of the Company. MRUK is based out of Banbury, UK and participates in

Formula Electric World Championships which are held across the globe annually.

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

As mentioned in the Annual Report of FY24, the Company had acquired 2,11,43,000 equity shares of RBL constituting

3.53% of the equity share capital of RBL, for a consideration of Rs. 417 crore. During the year under review, your Company sold its entire stake in RBL for a consideration of Rs. 678 crore, representing a 62.5% gain on the investment.

Divestment of stake in Sampo Rosenlew Oy

During the year, the Company sold its entire stake in Sampo

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

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

Mitsubishi Agricultural Machinery Company Limited

During the year, Mitsubishi Agricultural Machinery Company

Limited (‘MAM') based in Japan, which is an Associate of the

Company, announced that MAM along with its subsidiaries, will withdraw from the agricultural machinery business. Further, MAM also announced that the business which supplies spare parts for MAM's products and product warranty services, would continue to operate (‘Continuing Business').

With respect to businesses other than the Continuing

Business, MAM plans to dissolve and proceed with liquidation procedures in accordance with applicable laws. MAM has continued to incur losses despite multiple structural measures aimed at restoring profitability. After detailed assessment of the business' long-term viability and financial sustainability,

MAM has determined that sustaining the business in a stable manner going forward would be challenging. Post completion of the liquidation procedures, the Company would not have to continue funding these losses.

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

During the year, Mahindra Overseas Investment Company

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

Divestment of stake in Blue Planet Integrated Waste Solutions Private Limited

During the year, the Company exercised the Put Option under the Share Purchase Agreement and Shareholders Agreement dated 13th September 2022 entered into by the Company with Blue Planet Environmental Solutions Pte.

Ltd. (‘BPES') for the sale of its remaining 20% stake in Blue Planet Integrated Waste Solutions Private Limited (‘BPIWSPL') (formerly known as Blue Planet Integrated Waste Solutions Limited and previously known as Mahindra Waste to Energy Solutions Limited).

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

BPIWSPL.

D. INTERNAL FINANCIAL CONTROLS

The Corporate Governance Policies guide the conduct of affairs of your Company and clearly delineate the roles, responsibilities and authorities at each level of its Governance Structure and Key Functionaries involved in

Governance. The Code of Conduct for Senior Management and Employees of your Company (‘the Code of Conduct') commits Management to financial and accounting policies, systems and processes. The Corporate Governance Policies and the Code of Conduct stand widely communicated across your Company at all times.

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

Your Company uses SAP ERP Systems as a business enabler and to maintain its Books of Accounts. The transactional controls built into the SAP ERP Systems ensure appropriate segregation of duties, appropriate level of approval mechanisms and maintenance of supporting records. The

Policies related to the Information Management reinforce the control environment. The systems, Standard Operating

Procedures and controls are reviewed by Management.

These systems and controls are subjected to Internal Audit, and their findings and recommendations are reviewed by the

Audit Committee which ensures the implementation.

Your Company has in place adequate internal financial controls with reference to the Financial Statements commensurate with the size, scale and complexity of its operations. Your

Company's Internal Financial Controls were deployed through

Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), that addresses material risks in your Company's operations and financial reporting objectives.

Such controls have been assessed during the year under review taking into consideration the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by

The Institute of Chartered Accountants of India. Based on the results of such assessments carried out by the Management, no reportable material weakness or significant deficiencies in the design or operation of internal financial controlswas observed.

Your Company recognizes that the Internal Financial

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

E. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

F. RELATED PARTY TRANSACTIONS

The Company has in place a robust process for approval of

Related Party Transactions and on dealing with Related Parties.

As per the process, necessary details for each of the Related

Party Transactions as applicable along with the are provided to the Audit Committee in terms of the Company's Policy on Materiality of and Dealing with Related Party Transactions and as required under SEBI Master Circular dated 30th January 2026 for compliance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI LODR Regulations'). The Material

Related Party Transactions approved by the Members of the Company are also reviewed and recommended by the Audit Committee to the Members. On quarterly basis, the Audit Committee of the Company also reviews the actual transactions for which Omnibus approval has been granted as per Regulation 23 of the SEBI LODR Regulations and section 177 of the Companies Act, 2013 (‘the Act').

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

During the year, your Company entered into Material Related Party Transactions as previously approved by the Members under Regulation 23 of the SEBI LODR Regulations. The

Company also intends to enter into Material Related Party Transactions for which the approval of Members is being sought at the ensuing Annual General Meeting of the Company. Further, there were no material contracts or arrangements or transactions for the year ended 31st March 2026 as per the provisions of the Act and a confirmation to this effect as required under section 134(3)(h) of the Act is given in

Form AOC-2 as Annexure II, which forms part of this Annual Report.

The Policy on Materiality of and Dealing with Related

Party Transactions as approved by the Board is uploaded on the Company's website and can be accessed at the

Web-link: https://www.mahindra.com/Policy-on-Materiality-of-and-Dealing-with-related-party-transactions.pdf

G. AUDITORS

Statutory Auditors and Auditors' Report

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

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

Secretarial Auditor

Pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI LODR Regulations') read with provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, it is mandated that every listed entity and its material unlisted subsidiaries undertake a Secretarial Audit. Further, listed entities are required to submit an Annual Secretarial Compliance Report, which shall be signed by the appointed Secretarial Auditor, a peer reviewed firm of Company

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

Secretarial Auditor of the Company for a term of 5 consecutive years commencing from 1st April 2025 to 31st March 2030. Further, the Shareholders of the Company at the 79th Annual General Meeting held on 31st July 2025, basis the recommendation of the Board of Directors, approved the aforementioned appointment of M/s. Parikh and Associates as the Secretarial Auditor of the Company.

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

Secretarial Audit Report

The Company has annexed to this Board's Report as

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

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

Annual Secretarial Compliance Report

As per SEBI Regulations and Circulars / Guidelines issued thereunder, the Annual Secretarial Compliance Report issued by M/s. Parikh and Associates, a peer reviewed firm of Company

Secretaries in whole time practice has been submitted to the

Stock Exchanges and is annexed as Annexure IV to this Board's

Report.

Secretarial Audit of Material Unlisted Indian Subsidiary

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

Cost Auditors

TheBoard had appointed M/s. D. C. Dave & Co., Cost Accountants (Firm Registration Number 000611), as Cost

Auditor for conducting the audit of cost records of the Company for the FY26.

The Board of Directors of your Company, based on the recommendations of the Audit Committee, at its Meeting held on 5th May 2026 appointed M/s. D. C. Dave & Co., Cost Accountants (Firm Registration Number 000611), as the Cost

Auditors of the Company for the FY27 under section 148 of the Companies Act, 2013 (‘the Act'). M/s. D. C. Dave & Co. have confirmed that their appointment is within the limits of section 141(3)(g) of the Act and have also certified that they are free from any disqualifications section 141(3) and proviso to section 148(3) read with section 141(4) of the Act.

The Audit Committee has also received a

Cost Auditors certifying their independence and arm's length relationship with the Company.

As per the provisions of the Act, the remuneration payable to the Cost Auditor is required to be placed before the

Members for their ratification. seeking Members' ratification for the remuneration payable to M/s. D. C. Dave & Co., Cost Auditors is included in the

Notice convening the Annual General Meeting.

Cost Records

As per section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014, your

Company is required to maintain cost records and accordingly, such accounts and records are maintained.

Reporting of Frauds by Auditors

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

H. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES

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

I. PUBLIC DEPOSITS AND LOANS / ADVANCES

Your Company had discontinued acceptance of Fixed Deposits with effect from1 st April 2014.

All the deposits from public and Shareholders had already matured as on 31st March 2017. Out of these, 5 deposits aggregating Rs. 0.84 lakh from the public and Shareholders as on 31st March 2026 had matured and had not been paid at the end of the Financial Year as there is a restraining order from the Hon'ble Court / Tribunal / Statutory Authority.

Since then, no deposits have been claimed.

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

Companies Act, 2013.

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

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

J. EMPLOYEES

Key Managerial Personnel (KMP)

The following have been designated as the Key Managerial Personnel of the Company pursuant to sections 2(51) and

203 of the Companies Act, 2013 read with the Companies

(Appointment and Remuneration of Managerial Personnel)

Rules, 2014:

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

(Auto and Farm Sector) (Re-appointed with effect from

1st April 2025 to 24th June 2029)

(c) Mr. Amarjyoti Barua - Group Chief Financial Officer (d) Mr. Narayan Shankar Company Secretary (upto close of 1st April 2025) (e) Ms. Divya Mascarenhas Interim Company Secretary (with effect from 2 nd April 2025 upto close of 15th July 2025) (f) Mr. Sailesh Kumar Daga Company Secretary (with effect from 16 th July 2025)

Employees' Stock Option and Employees' Welfare Schemes

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

Stock Option Scheme 2010 (‘ESOP Scheme 2010'). The Company has in force the following Schemes, which are covered under the provisions of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (‘SEBI SBEB Regulations'):

1. Mahindra & Mahindra Limited Employees Stock Option Scheme 2010

2. M&M Employees Welfare Fund No. 1

3. M&M Employees Welfare Fund No. 2

4. M&M Employees Welfare Fund No. 3

There are no changes made to the above Schemes during the year under review and these Schemes are in compliance with the SEBI SBEB Regulations. Your Company's Secretarial

Auditor, M/s. Parikh and Associates, has certified that the Company's above-mentioned Schemes have been implemented in accordance with the SEBI SBEB Regulations, and the Resolutions passed by the Members for the ESOP Scheme 2010.

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

Particulars of Employees and related disclosures

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

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

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

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

Industrial Relations

The year under review witnessed a very positive Industrial

Relations Scenario across all manufacturing locations for the Automotive and Farm Equipment sectors.

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

Some of the initiatives that are undertaken include, development of Self-Managed Team, improving Gender diversity on the shopfloor, Employee of the year, Reward and Recognition for associates, i4-idea generation program, etc. Furthermore, mandatory programs on Code of Conduct, Prevention of

Sexual Harassment (POSH), Anti-Bribery and Anti-Corruption (ABAC), and Human Rights are in place to ensure suitable behaviour and governance. Rephrased Mahindra Core Values have been communicated to all associates. sustained efforts With the objectives of building capabilities, developing a future-ready workforce, and fostering workplace togetherness, your Company implements a range of training and engagement programs. These encompass various behavioural and functional training courses such as Total Productive Maintenance, Yashashwini, Behavioural-based safety, Financial Awareness, and courses on current and future skills like Robotics, Mechatronics, and Electric

Vehicle Technology. In its ongoing effort to enhance the employee experience, your Company has been rolling out multiple digital initiatives for automating Employee Life Cycle Management and implemented an integrated Contract

Labour Management System (CLMS) to manage punching to billing for contract labours.

The Mahindra Skill Excellence (‘MSE') initiative, aimed at motivating and enhancing the skills and capabilities of shop floor associates in crucial areas such as Welding, Painting, Mechatronics, Vehicle Assembly, Engine Diagnostics, and

CNC Machining, continues robustly across all manufacturing plants. Associates from 18 plants across the Auto and Farm Sectors, participated in the MSE competitions during the year.

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

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

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

The industrial relations scenario continued to be largely positive across all manufacturing locations, with Long Term

Wage and Bonus settlements amicably concluded for all progressive relevant plants. The work culture led to zero production loss in FY26.

Safety, Occupational Health and Environment

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

ISO 14001:2015, and ISO 45001:2018 standards.

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

All applicable Government-notified emission norms were complied with through revised guidelines, ensuring adherence to overall health and hygiene parameters. Manufacturing conditions across locations were periodically monitored and assessed by authorised external agencies through structured measurement and evaluation processes.

At manufacturing locations, key awareness and engagement initiatives such as Road Safety Week, National Safety Day/ Month, Fire Service Week, Energy Conservation Week, and

Sustainability Day were observed during the year.

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

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

? Safety Observation Tours (SoT) by senior management.

? Safe Employee of the Month recognition.

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

? Development of audio-visual safety awareness tools.

? Deployment of AI based CCTV surveillance.

? New project safety management systems.

? Digitisation of safety observations.

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

Operational risks were further addressed through the preparation of Personal Protective Equipment (PPE) matrices for associates and Self-Motivated Teams (SMTs).

Basic hygiene sensitisation programmes were conducted for employees, along with Behaviour Based Safety (BBS) training for contractors. Training programmes on POSH, Human Rights, Anti-Bribery and Anti-Corruption (ABAC), and Code of Conduct (CoC) were also covered.

As part of continuous safety, health, and environment competency building, on the job refresher training

(OJT) was imparted to associates through Abhiyantriki /

Dexterity Training Schools. Special focus was given to critical operations, including safety and fire safety, through structured assessments of machinery and equipment.

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

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

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

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

The Mahindra Safety Way (TMSW) assessments to eliminate significant risks.

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

The Company maintained on-site and off-site emergency and disaster management plans, supported by change management processes. Gap audits were conducted for risk evaluation of critical licence and storage areas, audited by competent authorities. Compliance was ensured through rigorous third-party audits covering statutory safety, occupational health, environment, fire safety, electrical safety, water audits, and FSSAI audits. During the year, noticeable improvement was achieved in Safety & Health Index scores through adoption of new initiatives.

Environment and Energy Management

In line with Environmental, Social and Governance (ESG) practices, the Company implemented multiple initiatives to minimise environmental impact. Revised ESG targets were incorporated into the Balanced Scorecard and reviewed monthly. Initiatives towards carbon footprint reduction,

Zero Waste to Landfill (ZWTL), and continuous monitoring of ambient air and noise levels were implemented. Carbon footprint reduction was achieved through energy conservation initiatives and increased reliance on renewable energy. Energy cost savings were realised through measures such as BLDC fans, energy efficient lighting, VFD drives, motor derating, chiller efficiency improvement, and resource optimisation.

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

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

Employee Health and Well Being

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

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

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

Body Composition Analysis Camps and specialist consultations.

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

Certifications

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

Senior management periodically reviews SOH&E performance.

Continuous focus on new initiatives, stakeholder involvement, and structured management reviews has enabled the Company to consistently progress towards excellence in

SOH&E performance.

K. BOARD & COMMITTEES

Sad Demise of Mr. T.N. Manoharan, Lead Independent Director of the Company

During the year, Mr. T.N. Manoharan (DIN: 01186248), Lead

Independent Director of the Company ceased to be a Director of the Company owing to his unfortunate and untimely demise on 30th July 2025.

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

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

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

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

Lead Independent Director

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

Appointment of Independent and Non-Executive Directors

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

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

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

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

Directors of the Company.

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

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

Re-appointment of Two Independent Directors for a Second Term

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

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

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

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

(both days inclusive).

Independent Directors

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

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

In terms of section 150 of the Companies Act, 2013 read with

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

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

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

Director and Chief Executive Officer designated as ‘Group CEO and Managing Director' and Mr. Rajesh Jejurikar, Executive Director and CEO (Auto and Farm Sector)

As mentioned in previous Annual Reports:

? Dr. Anish Shah has been re-appointed as the ‘Managing Director and Chief Executive Officer' designated

‘Group CEO and Managing Director' of the Company with effect from 1 st April 2025 to 31st March 2030

(both days inclusive), liable to retire by rotation.

? Mr. Rajesh Jejurikar has been re-appointed as a Whole

Time Director designated as ‘Executive Director and CEO

(Auto and Farm Sector)' of the Company, for a period commencing from 1st April 2025 to 24th June 2029 (both days inclusive), liable to retire by rotation.

Retirement by rotation

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

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015, the Board has carried out an annual evaluation of its own performance and that of its Committees as well as performance of all the Directors individually including Independent Directors, Chairman of the Board, Group CEO and Managing Director, Executive Director and

CEO (Auto and Farm Sector).

Feedback Mechanism

Feedback was sought by way of a structured questionnaire covering various aspects of the Board's functioning such as adequacy of time spent on strategic issues, effectiveness of Independent Directors are also required to undertake

Governance practices, setting corporate culture and values, execution and performance of specific duties, obligations and governance. The performance evaluation was carried out based on the responses received from the Directors.

Evaluation of Committees

The performance evaluation of Committees was based on criteria such as structure and composition of Committees, attendance and participation of member of the Committees, fulfilment of the functions assigned to Committees by

Board and applicable regulatory framework, adequacy of time allocated at the Committee Meetings to fulfil duties assigned to it, adequacy and timeliness of the Agenda and Minutes circulated, comprehensiveness of the discussions, effectiveness of the Committee's recommendation for the decisions of the Board, etc.

Evaluation of Directors and Board

A separate exercise was carried out by the Governance,

Nomination and Remuneration Committee (‘GNRC') of the Board to evaluate the performance of individual Directors. The performance evaluation of the Non-Independent Directors and the Board as a whole was carried out by the Independent

Directors. Theperformance evaluation of the Chairman of the Board was also carried out by the Independent Directors, taking into account the views of the Executive Directors and

Non-Executive Directors. Theperformance evaluation of the

Group CEO and Managing Director and the Executive Director and CEO (Auto and Farm Sector) of the Company was carried out by the Chairman of the Board and other Directors.

Criteria for Independent Directors

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

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

Criteria for Chairman

The performance evaluation of Chairman of the Board was based on various criteria, inter alia, including style of

Chairman's leadership, effective engagement with other Board members during and outside the meetings, allocation of time provided to other Board members at the meetings, effective engagement with Shareholders during General Meetings, etc.

Criteria for Managing Director and Executive Director

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

Results of Evaluation

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

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

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

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

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

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

The evaluation also highlights the efficiency and strategic organization of Board Meetings, which are meticulously planned and effectively led by the Chair to ensure productive discussions and informed decision-making. Additionally, the

Committees have also showcased effective management and performance, particularly in governance and internal controls, reflecting their dedication to maintaining high standards in their respective areas of focus.

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

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

Company Secretary and Compliance Officer

As mentioned in the previous year's Annual Report, the Board at its Meeting held on 31st March 2025, noted and approved the Retirement of Mr. Narayan Shankar, Company Secretary of the Company with effect from close ofst1 April 2025, pursuant to him reaching the age of Superannuation and consequent cessation as Compliance Officer of the Company under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI LODR Regulations') and also as the

Key Managerial Personnel and Senior Management Personnel of the Company.

Further, Ms. Divya Mascarenhas was appointed as the

Company Secretary andComplianceOfficer under the SEBI

LODR Regulations (in an Interim Capacity), designated as

‘Interim Company Secretary and Key Managerial Personnel', with effect from 2nd April 2025. She subsequently ceased to hold office from the close of 15 th July 2025.

During the year, pursuant to the recommendation made by the Governance, Nomination and Remuneration Committee, the Board at its Meeting held on 11th July 2025, approved the appointment of Mr. Sailesh Kumar

Daga (ICSI Membership No. F4164) as the Company Secretary of the Company and as Compliance Officer under

SEBI LODR Regulations. He has also been designated as a Key Managerial Personnel and inducted into the Senior

Management Personnel of the Company, with effect from 16th July 2025.

Policies on Appointment and Remuneration

Your Company has adopted the following Policies:

(a) Policy on Appointment of Directors and Senior

Management and succession planning for orderly succession to the Board and the Senior Management;

(b) Policy for remuneration of the Directors, Key Managerial

Personnel and other employees.

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

Policy (b) mentioned above sets out the approach to

Compensation of Directors, Key Managerial Personnel and other employees in the Company.

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

Familiarisation Programme for Independent Directors / Non-Executive Directors

The Members of the Board of the Company are afforded many opportunities to familiarise themselves with the Company, its

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

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

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

Meetings.

Executive Directors and Senior Management provide an overview of the operations and familiarize the new

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

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

Ms. Samina Hamied and Mr. M.P. Vijay Kumar, Independent

DirectorsappointedduringtheFY26participatedinastructured orientation program aimed at enhancing their understanding of their duties, responsibilities, and governance obligations. The program provided insights into the organisation's background, operations, and overall organisational framework, along with details on the composition and roles of various Board

Committees. The session also addressed Board processes, governance practices, and the risk management framework to support the Directors in effectively contributing to the

Board's functioning.

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

This platform enhances the efficient and effective conduct

Meetings and provides with accessibility and organisation of important documents and resources for the Board.

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

New Vehicles, Session on Geopolitics, etc.

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

Report-FY26

Directors' Responsibility Statement

Pursuant to section 134(5) of the Companies Act, 2013, your

Directors, based on the representations received from the

Operating Management and after due enquiry, confirm that: (a) in the preparation of the annual accounts for the

Financial Year ended 31st March 2026, the applicable accounting standards have been followed;

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

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

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

(e) they have laid down adequate Internal Financial Controls to be followed by the Company, and such Internal

Financial Controls were operating effectively during the

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

Board Meetings and Annual General Meeting

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

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

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

Meetings of Independent Directors

Your Company is firmly committed to upholding the highest standards of governance and places a strong emphasis on ensuring the independence and objectivity of the Board. To foster this environment, the Independent Directors of your Company meet periodically, including prior to the scheduled Board Meetings without the presence of the Chairman, the Group CEO and Managing Director, the Executive Director or other Non-Independent Director(s) or any other Management

Personnel.

As required under Schedule IV of the Companies Act,

2013, these meetings are held without the attendance of Non-Independent Directors and members of management and are conducted to facilitate free and open discussion among the Independent Directors to, inter alia, discuss matters pertaining to the review of the performance of Non-Independent Directors and the Board of Directors as a whole; review the performance of the Chairman of the

Company (taking into account the views of other Executive and Non-Executive Directors); and assess the quality, quantity, and timeliness of the flow of information between the

Company's management and the Board, which is necessary for the Board to effectively and reasonably perform its duties.

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

Audit Committee

Mr. T. N. Manoharan, Independent Director of the Company ceased to be the Chairman of the Audit Committee of the Company owing to his unfortunate and untimely demise on 30th July 2025. Accordingly, the Board at its Meeting held on 6th October 2025, noted the consequent change in Audit

Committee composition and inducted Mr. M. P. Vijay Kumar as Member and Chairman of the Committee with effect from

7th October 2025.

The Committee as of 31 st March 2026 comprised of three Directors viz. Mr. M.P Vijay Kumar (Chairman of the Committee), Ms. Shikha Sharma and Mr. Muthiah Murugappan. Post the year end, Ms. Padmasree Warrior and Mr. Ranjan Pant were inducted as Members and Ms. Shikha Sharma stepped down from the Committee with effect from 6 th May 2026. As on 31st March 2026, all the Members of the Committee are Independent Directors and possess strong accounting and financial management knowledge. The Company Secretary the Company is the Secretary of the Committee.

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

L. GOVERNANCE

Corporate Governance

Your Company proudly upholds a distinguished legacy of ethical governance, with many of its practices instituted well before legal requirements came into effect. This reflects not only foresight but also an unwavering dedication to integrity. Transparency remains the cornerstone of every transaction, and business ethics continue to be prioritized as fundamental to the Company's identity and success.

Your Company continued to feature in the ‘Leadership' category in the Corporate Governance Scorecard 2025 which is developed by Institutional Investor Advisory Services

India Limited (‘IiAS') with support from International Finance Corporation (‘IFC') and BSE Limited (‘BSE'). Further, your

Company has been awarded the prestigious ‘Golden Peacock Global Award for Excellence in Corporate Governance' for the year 2025 (under the Automobile Sector), securing this honour for the fifth time.

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

Compliance Management

The Company is using a compliance management tool which provides system-driven alerts to the respective owners for complying with the applicable laws and regulations.

Certificates capturing the compliance status of all laws and regulations applicable to the Company are generated at the end of each quarter and submitted by the Group CEO and Managing Director to the Board.

Ethics Framework

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

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

Partner Code of Conduct and Supplier Code of Conduct to ensure robust Corporate Governance.

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

New joiners are mandatorily required to undertake eLearning modules on the Code, POSH and ABAC. In addition to this, an

Annual Compliance Declaration Module is mandated for the employees where the employees provide their affirmation on clauses of the Code and appropriate disclosure wherever applicable.

In order to achieve regular reinforcement of the Code and policies across the Company, the Company has an Ethics Counsellors community with over 170 Ethics Counsellors.

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

Your Company's Vigil mechanism process is clearly defined for identifying, investigation and decision making by respective

Group Ethics and Governance Committee (‘GEGC') or Business Ethics and Governance Committee (‘BEGC') to appropriately resolve the violations of applicable Company policy and relevant law. It is regularly communicated throughout the Company vide the ‘Speak Up campaign'. Overall details pertaining to such violations is reviewed by the Corporate Governance Council and the Audit Committee on quarterly basis which helps in identification of vulnerable areas, policy development, any review of policies, process improvement, training and awareness initiatives. The Corporate Governance

Council ensures that the Ethics and Governance framework is executed effectively. The GEGC and BEGC help to ensure decisions on substantiated cases are taken in a fair, just and consistent manner across various functions of that business. In addition to the laid down processes, the Company has also strengthened the Data Leakage Protection (DLP) process, to ensure minimisation of any loss/ leakage and protection of Company's sensitive/ confidential data.

Vigil Mechanism

The Vigil Mechanism as envisaged in the Companies Act,

2013, read with the Rules prescribed thereunder, and the

SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015 is implemented through the Company's

Whistle-Blower Policy.

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

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

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

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

Workplace (Prevention, Prohibition and Redressal) Act, 2013

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

The POSH Policy of the Company is available on the

Company's website and can be accessed in the Governance section at the Web-link: https://www.mahindra.com/policies-and-documents

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

Internal Complaints Committees (‘IC') have been constituted to timely redress complaints of sexual harassment and the Company has complied with the provisions relating to the constitution of IC under the Act. While maintaining the highest governance norms, IC are constituted for various locations. As required, majority of the total members of the IC are women. The external members with requisite experience in handling such matters are also part of the IC.

The IC is presided over by a senior woman employee in each committee. Inquiries are conducted and recommendations are made by the IC at the respective locations. The IC is updated on judicial trends and trained regularly on the nuances of the Act.

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

All complaints are tracked and monitored on timely basis.

Continuous awareness in this area has been created through various POSH campaigns reiterating the

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

1961

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

Risk Management

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

Your Company has constituted a Risk Management Committee of the Board which is authorised to monitor and review risk management plan and risk certificate. The Committee is also empowered, inter alia, to review and recommend to the Board modifications to the Risk Management Policy.

Further, the Board has constituted a Corporate Risk Council comprising the Senior Executives of the Company. The terms of reference of the Council include review of risks and Risk Management Policy at periodic intervals.

Your Company has developed and implemented a Risk

Management Policy which is approved by the Board. The

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

M. CORPORATE SOCIAL RESPONSIBILITY AND SUSTAINABILITY

Corporate Social Responsibility (CSR)

Over the years, your Company deepened its commitment to creating measurable social impact by advancing focused, scalable and future-ready CSR interventions. Rooted in the

Mahindra Rise philosophy, these efforts go beyond intent, driving meaningful outcomes across education, livelihoods, health and the environment, with a clear emphasis on inclusion and long-term community resilience.

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

The flagship girls' education and skilling program, Project

Nanhi Kali, continues to support thousands of young girls through 21st century skills and sports leadership skills training, enabling them to build confidence, agency and aspirations.

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

Your Company also remains committed to strengthening

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

Aligned with the evolving needs of the Automotive Sector marked by a surge in demand for mobility, youth skilling in these emerging capabilities has become a key priority. Your Company supported technical lab infrastructure, and capacity building for students and faculty across 70 Industrial Training Institutes

(ITIs) this year. These efforts are aimed at bridging the skill gaps and building a workforce equipped for the future of mobility.

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

Looking ahead, your Company will continue to strengthen its role as a catalyst for inclusive and sustainable growth. By strengthening partnerships, aligning with the United Nations

Sustainable Development Goals (SDGs), and deepening community engagement, your Company remains committed to building a more equitable India, one where every individual has the opportunity to Rise. #TogetherWeRise

Theimpact of some of the flagship CSR initiatives your

Company invested in FY26 is detailed below:

Empowering Girls

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

The in-school curriculum, comprising 40 hours of structured learning, is delivered by highly qualified trainers. Complimenting this, the after-school sports leadership program is facilitated by women from the local communities who are trained by experts. This approach not only creates strong grassroots role models but also serves as a vital bridge between the project and on-ground stakeholders. Additionally, Nanhi Kalis receive a comprehensive kit that includes t-shirts, shoes, socks, a notebook, pens and a year-long supply of feminine hygiene materials, ensuring they can attend school with dignity.

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

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

1,935 schools across 17 districts in 7 states of India.

The Mahindra Group supported 1,00,007 girls of which your

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

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

Empowering Women

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

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

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

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

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

ITIs, Polytechnic and other diploma courses Pan-India.

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

Domain Skilling: This initiative focusses on enhancing domain acumen through targeted skilling initiatives majorly in high demand sectors such as apparel, healthcare, automobile, retail, digital marketing, logistics and equips them with the required vocational skills to secure jobs in these industries. In FY26, the Mahindra Group supported training of 22,918 women, of these, 20,708 were supported through your Company.

Agri Skilling

Regenerative Agriculture: Agriculture-oriented skilling for women farmers in bio-diversity training through sustainable agriculture practices (such as regenerative agriculture) towards soil fertility and productivity. The program focusses on ensuring food and nutrition security for their families, increased productivity, income and agency change for small and marginal women farmers. st digital platform Leveraging agricultural land on small plots of land around their homestead, often referred to as ‘Good Food Corners', this intervention supports women farmers to reduce their agricultural input costs and enhance their income through the sale of high-quality crops.

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

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

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

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

Within the scope of the agri skilling project, the Mahindra

Group supported 1,01,212 women farmers in FY26 in Andhra Pradesh, Punjab, Uttar Pradesh, Maharashtra and Rajasthan, of which 97,541 women were supported by your Company.

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

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

Kaabil offers ano-cost, mobile- that enables young women to access AI-powered job matching with live vacancies aligned to their skills and aspirations.

? Receive application and interview support, including

Resume building and career counselling.

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

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

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

Environment Conservation

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

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

Mahindra CSR Hospital Project (Maternity and Newborn Care)

Your Company undertook a flagship Mahindra CSR Hospital Project (Maternity and Newborn Care), with an objective to strengthen maternity and newborn care in multiple hospitals pan India by extending critical medical equipment/ infrastructure support. The project's target audience is expecting/new mothers, newborns and children up to 5 years of age. Under this project, 16 hospitals were partnered across

12 cities in 9 States/UTs. These hospitals will offer access to quality maternity and newborn care related services and treatment to the needy patients.

Employee Volunteering

Employee volunteering remains a cornerstone of your

Company's CSR initiatives. Through structured and self-driven platforms Employee Social Options (Esops) and

MySeva, employees actively supported a wide range of social causes. These initiatives included blood donation camps, tree plantation drives, cleanliness campaigns, health check-up camps, engagement with Government schools, and other community-focused activities.

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

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

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

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

2. Golden Peacock Award for Corporate Social Responsibility

(February 2026).

3. SIAM CSR Award in Road Safety and Education Category

(February 2026).

4. SIAM CSR Award 2026 in Skill Development and

Employability Category (February 2026).

5. The Brandon Hall Silver Award for Best Corporate

Outreach to Promote DEI and Belonging in Communities

Category to Mahindra ITI Auto Skills (September 2025).

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

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

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

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

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

CSR Policy

The Corporate Social Responsibility Committee had formulated and recommended to the Board, a Corporate Social

Responsibility Policy (‘CSR Policy') which was subsequently adopted by it and is being implemented by the Company.

The CSR Policy including a brief overview of the projects or programs undertaken by the Company is uploaded on the Company's website and can be accessed at the

Web-link: https://www.mahindra.com/CSRPolicy.pdf

CSR Committee

TheCSR Committee comprises of Mr. Muthiah Murugappan (Chairman), Mr. Anand G. Mahindra, Dr. Anish Shah, and

Ms. Padmasree Warrior.

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

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

The amount equal to 2% of the average net profit for the past three financial years required to be spent on CSR activities was Rs. 2,19,72,20,915.0. The Board has considered the Impact Assessment Reports at its Meeting held on 5th May 2026. The detailed Annual Report on the

CSR activities undertaken by your Company in the FY26 along with the Executive Summary for Impact Assessment Reports of the applicable projects, is annexed herewith as

Annexure VI.

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

Sustainability

Sustainability remains central to the Company's long-term vision with continued emphasis on embedding it into core business strategy. In FY26, the Company released its 18th

Sustainability Report, externally assured by DNV Business

Assurance India Private Limited and prepared in line with the Global Reporting Initiative (GRI) standards. Guided by the ‘Planet Positive' framework, Mahindra businesses are advancing across three pillars – greening operations, decarbonising industry, and rejuvenating nature. Under greening operations, efforts include expanding renewable energy use, enhancing energy efficiency, strengthening water stewardship, and embedding circularity to reduce material use, reduce waste and make use of low emissions, recycled & recyclable material. In decarbonising industry, the Company is driving transition to electric vehicles and alternate fuels besides offering other green products and services via it's many subsidiary companies, engaging deeply with the supplier ecosystem to reduce overall value chain environmental impact, and taking measures in line with EPR

(Extended Producer Responsibility) regulations impacting internal business (end of life vehicle recycling) and value chain (tyres, glass, etc.). Beyond industry boundaries, initiatives under rejuvenating nature focus on supporting farmers on sustainable farming to be more climate resilient, biodiversity protection, and restoration through business and CSR programs.

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

Sustainability Office and with reviews by the Group CEO and

Managing Director.

The Company continues to lead in ESG reporting and disclosure with high ESG ratings across global and domestic

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

To this end, the Company has partnered with various stakeholders (corporates, Government organizations, associations, etc.) on thought leadership initiatives addressing current climate issues. The Group is committed to Science

Based Targets in alignment with the Paris Agreement and aims to achieve carbon neutrality by 2040 or earlier. Sustainability performance for FY26 will be detailed in the forthcoming Group Sustainability Report.

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

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

Limited has scored a top 1% place in the IT Sector.

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

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

? Recognized in TIME's list of ‘World's Most Sustainable

Companies list' with Tech Mahindra Limited and your Company ranked 2nd and 3rd respectively amongst the 12 Indian companies featured on the list.

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

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

Business Responsibility and Sustainability Report

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

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

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

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

The BRSR of your Company along with the Independent

Assurance Statement on the BRSR Core Key Performance

Indicators (KPIs) for the FY26 forms part of this Annual Report as required under Regulation 34(2)(f) of the SEBI

LODR Regulations.

Your Company firmly believes that sustainable and inclusive growth is achievable by integrating environmental stewardship and social responsibility with economic performance. Your Company is dedicated to setting ambitious sustainability targets while enhancing economic performance to ensure both business continuity and rapid growth. Your Company is committed to leveraging

‘Alternative Thinking' as a strategic approach to build competitive advantage in achieving high shareholder returns through customer centricity, innovation, good governance and inclusive human development while being sensitive to the environment.

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

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

N. SECRETARIAL

Share Capital

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

27,86,90,00,000 Ordinary (Equity) Shares of Rs. 5 each and 25,00,000 Unclassified shares of Rs. 100 each and

150,00,00,000 Preference Shares of Rs. 10 each.

The issued, subscribed and paid-up Share Capital of the Company stood at Rs. 621.77 crore divided into

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

CompliancewiththeprovisionsofSecretarial Standard 1 and Secretarial Standard 2

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

Annual Return

Pursuant to section 134(3)(a) and section 92(3) of the

Companies Act, 2013 read with Rule 12 of the Companies

(Management and Administration) Rules, 2014, a copy of the Annual Return is placed on the Company's website and can be accessed at the Web-link https://www.mahindra.com/

Annual-Report-FY26

O. POLICIES

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

P. PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There is one proceeding initiated / pending against your

Company under the Insolvency and Bankruptcy Code, 2016 which does not materially impact the business of the Company.

The Company is contesting the matter based on merits.

Q. GENERAL

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

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

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

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

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

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

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

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

7. There was no revision of

Report of the Company during the year under review.