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)

  

    

    
Standalone
    
Consolidated
  
  

    
Particulars
    
2026
    
2025
    
2026
    
2025
  
  

    
Revenue from Operations
    
1,45,575.77
    
1,16,483.68
    
1,97,792.78
    
1,58,749.75
  
  

    
Income from investment related to
    subsidiaries, associates and joint ventures
    
2,189.58
    
2,140.85
    
845.77
    
461.07
  
  

    
Income from operations
    
1,47,765.35
    
1,18,624.53
    
1,98,638.55
    
1,59,210.82
  
  

    
Other income
    
2,774.94
    
1,711.87
    
3,445.79
    
2,181.05
  
  

    
Total Income
    
1,50,540.29
    
1,20,336.40
    
2,02,084.34
    
1,61,391.87
  
  

    
Profit before Depreciation,
    

    

    

    

  
  

    
Finance costs, Share of profit of associates
    and joint venture,
    

    

    

    

  
  

    
Exceptional items and Taxation
    
25,264.66
    
20,127.37
    
40,425.66
    
32,699.24
  
  

    
Less: Depreciation, Amortisation and
    Impairment Expenses
    
4,292.68
    
4,226.78
    
7,322.02
    
6,073.65
  
  

    
Profit before Finance Costs,
    

    

    

    

  
  

    
Share of profit of associates and joint
    venture, Exceptional items and Taxation
    
20,971.98
    
15,900.59
    
33,103.64
    
26,625.59
  
  

    
Less: Finance costs
    
249.58
    
250.47
    
9,590.85
    
9,083.39
  
  

    
Profit before Share of profit of associates
    and joint venture,
    

    

    

    

  
  

    
Exceptional items and Taxation
    
20,722.40
    
15,650.12
    
23,512.79
    
17,542.20
  
  

    
Add: Share of profit of associates and joint
    venture
    
-
    
-
    
1,964.91
    
1,537.42
  
  

    
Profit before Exceptional items and Tax
    
20,722.40
    
15,650.12
    
25,477.70
    
19,079.62
  
  

    
Exceptional items
    
(98.19)
    
-
    
(292.94)
    
-
  
  

    
Profit
    
20,624.21
    
15,650.12
    
25,184.76
    
19,079.62
  
  

    
Less: Tax Expense
    
4,985.28
    
3,795.16
    
6,563.05
    
5,006.45
  
  

    
Profit for the year
    
15,638.93
    
11,854.96
    
18,621.71
    
14,073.17
  
  

    
Profit/(Loss) for the year attributable to:
    

    

    

    

  
  

    
- Owners of the Company
    
15,638.93
    
11,854.96
    
17,098.85
    
12,929.10
  
  

    
- Non-Controlling Interest
    
-
    
-
    
1,522.86
    
1,144.07
  
  

    
Balance of profit for earlier years
    
55,569.37
    
46,400.46
    
68,007.89
    
57,717.86
  
  

    
Profits available for appropriation
    
71,208.30
    
58,255.42
    
85,106.74
    
70,646.96
  
  

    
Less: Dividend Paid on equity shares
    
3,146.13
    
2,623.85
    
2,824.93
    
2,352.78
  
  

    
Add/(Less): Other adjustment to retained
    earnings1
    
(51.48)
    
(62.20)
    
111.40
    
(286.29)
  
  

    
Balance carried forward
    
68,010.69
    
55,569.37
    
82,393.21
    
68,007.89
  

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.

Joint Venture Agreement with The
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.

Re-appointment of Dr. Anish Shah, Managing 
Director and Chief Executive Officer designated as ‘Group CEO and
Managing Director' and Mr. Rajesh Jejurikar, Executive Director and CEO (Auto and
Farm Sector)
As mentioned in previous Annual Reports:
? Dr. Anish Shah has been re-appointed as the ‘Managing Director
and Chief Executive Officer' designated 
‘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. 

The Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013
Your Company believes in providing a safe, non-hostile and
harassment-free work environment at all its workplaces. The Company has zero tolerance
towards sexual harassment at the workplace. A detailed Prevention of Sexual Harassment
(‘POSH') Policy is in place as per the requirements of The Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘the
Act'). 
The POSH Policy of the Company is available on the
Company's website and can be accessed in the Governance section at
the Web-link: https://www.mahindra.com/policies-and-documents
The POSH Policy is also available in 8 vernacular languages. The POSH
Policy covers the Company and its subsidiaries, all employees (permanent, contractual,
temporary, trainees) irrespective of their sexual orientation/ preferences and all persons
associated with/ visiting the Company at any of its locations. The POSH Policy is gender
inclusive and the framework ensures complete anonymity and confidentiality.
Internal Complaints Committees (‘IC') have been constituted
to timely redress complaints of sexual harassment and the Company has complied with the
provisions relating to the constitution of IC under the Act. While maintaining the highest
governance norms, IC are constituted for various locations. As required, majority of the
total members of the IC are women. The external members with requisite experience in
handling such matters are also part of the IC. 
The IC is presided over by a senior woman employee in each committee.
Inquiries are conducted and recommendations are made by the IC at the respective
locations. The IC is updated on judicial trends and trained regularly on the nuances of
the Act.
The details of complaints received, disposed and pending, during the
FY26 are as follows: 

  

    
Particulars
    
Number of complaints
  
  

    
Number of complaints under inquiry as on 1st April 2025
    
3
  
  

    
Number of complaints of sexual harassment received
    
29
  
  

    
between 1st April 2025 to 31st March 2026
    

  
  

    
Number of complaints disposed of between 1st April
    
30
  
  

    
2025 to 31st March 2026
    

  
  

    
Number of complaints pending as on 31st March 2026
    
2
  
  

    
Number of cases pending for more than 90 days
    
0
  

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

Compliance with The Maternity Benefit Act,
1961 
The Company is compliant with the applicable provisions of The
Maternity Benefit Act, 1961 and has policies, 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.

  

    

    
For and on behalf of the Board
  
  

    

    
ANAND G. MAHINDRA
  
  

    

    
Chairman
  
  

    

    
DIN: 00004695
  
  

    
Mumbai, 5th May 2026