MAHINDRA & MAHINDRA LTD. | Integrated Annual Report 2022-23

58 MAHINDRA & MAHINDRA LTD. Integrated Annual Report 2022-23 Your Company is a “Large Corporate” as per the criteria under Securities and Exchange Board of India (“SEBI”) Operational Circular No. SEBI/HO/DDHS/P/CIR/2021/613 dated 10 th August, 2021, as amended from time to time. The Company has complied with the provisions of the said Circular and has made requisite disclosures in this regard. Redemption of Non-Convertible Debentures Subsequent to the year end, your Company has redeemed the following Unsecured Listed, Rated Redeemable Non- Convertible Debentures (“NCDs”) issued on private placement basis on the due dates, as per the respective terms of issue: Particulars of NCDs ISIN Amount (in Rs.) Issue date Date of Redemption M&M 6.65% - 10,000 Debentures of Rs. 10,00,000 each INE101A08096 1,000 crores 20 th April, 2020 20 th April, 2023 M&M 6.78% - 10,000 Debentures of Rs. 10,00,000 each INE101A08104 1,000 crores 24 th April, 2020 24 th April, 2023 Further, your Company has on 4 th May, 2023 received Notices from the Holders of M&M 6.19% NCDs (500 Debentures of Rs. 10,00,000 each aggregating Rs. 500 crores) [ISIN: INE101A08112] exercising Put Option to redeem the aforesaid Debentures as per the terms and conditions of the issue. The Company whilst acknowledging the receipt of Put Option Notices from all the Debenture Holders informed them that the aforesaid Debentures would be redeemed on 8 th June, 2023 (being Put Option date) prior to Maturity along with accrued Interest. Investor Relations (IR) Your Company always believes in leading from the front with emerging best practices in IR and building a relationship of mutual understanding with domestic and foreign investors/ analysts. In the Financial Year 2023, your Company increased its interaction with investors through video and audio conference calls. The top management, including the Managing Director & CEO, Executive Director and CEO (Auto and Farm Sector) and Group CFO, spent significant time to interact with investors to communicate the strategic direction of the business, capital allocation policy and various ESG activities. All the investor connect events including four quarterly earnings calls / analyst meets and product launch events conducted during the year were also well attended by investors and analysts. During the year, your Company interacted with more than 950 Indian and overseas investors and analysts (excluding quarterly earnings calls and specific event related calls). Your Company ensures that critical information about the Company is available to all the investors by uploading all such information on the Company’s website. Please refer to the section on “Analyst / Institutional Investors Presentation” in the Corporate Governance section for details of number of Investor / Analyst Interactions held during the year. Dividend As per the Dividend Distribution Policy, dividend payout would have to be determined based on available financial resources, investment requirements and taking into account optimal shareholder return. Within these parameters, the Company would endeavour to maintain a total dividend pay-out 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. 16.25 (325%) per Ordinary (Equity) Share of the face value of Rs. 5 each out of the Profits for the financial year ended 31 st March, 2023. The equity dividend outgo for the Financial Year 2022-23 would absorb a sum of Rs. 2,020.73 crores resulting in a payout of 25.33% of the standalone net profit of the Company for the Financial Year 2022-23 [as against Rs. 1,435.89 crores comprising the dividend of Rs. 11.55 per Ordinary (Equity) Share of the face value of Rs. 5 each for the previous year]. Dividend will be payable subject to approval of members at the ensuing Annual General Meeting and deduction of tax at source to those Shareholders whose names appear in the Register of Members as on the Book Closure Date. The Board of your Company decided not to transfer any amount to the General Reserve for the year under review. Dividend Distribution Policy The Dividend Distribution Policy containing the requirements mentioned in Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) 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 at the following Web-link: https://www.mahindra.com/investor-relations/policies-and- documents .