MAHINDRA & MAHINDRA LTD. Corporate Governance 197 VI. DISCLOSURES A. Policy for determining ‘material’ subsidiaries Your Company has formulated a Policy for determining ‘Material’ Subsidiaries (“Materiality Policy”) as defined in Regulation 16 of the Listing Regulations. During the year, the Materiality Policy was amended in alignment with the amendments made to the Listing Regulations. This updated Materiality Policy has been posted on the website of the Company and can be accessed in the Governance section at the Web-link: https://www.mahindra.com/investor-relations/ policies-and-documents. B. Policy on Materiality of and Dealing with Related Party Transactions Your Company has formulated a Policy on Materiality of and Dealing with Related Party Transactions (“RPT Policy”) which specifies the manner of entering into related party transactions. During the year, the RPT Policy was reviewed and amended in alignment with the amendments made to the Listing Regulations. The updated RPT Policy has also been posted on the website of the Company and can be accessed in the Governance section at the Web-link: https://www.mahindra.com/investor- relations/policies-and-documents. C. Disclosure of Transactions with Related Parties During FY25, there were no materially significant transactions or arrangements entered into between the Company and its Promoters, Directors or their Relatives or the Management, Subsidiaries, etc. that may have potential conflict with the interests of the Company at large. Further, details of related party transactions are presented in Note No. 40 to Annual Accounts in the Annual Report. In addition to the above and as required under the Listing Regulations, the Company is in compliance with the Accounting Standards on related party disclosures, has been submitting disclosures of related party transactions to the Stock Exchanges in the prescribed format within prescribed timelines and also publishing it on the website of the Company. V. SUBSIDIARY COMPANIES Regulation 16 of the Listing Regulations defines a “material subsidiary” to mean a subsidiary, whose turnover or net worth exceeds ten percent of the consolidated turnover or net worth respectively, of the listed entity and its subsidiaries in the immediately preceding accounting year. Under this definition, Mahindra & Mahindra Financial Services Limited (“MMFSL”) continues to be a Material Listed Subsidiary of the Company, formed on 1st January, 1991 at Mumbai. Further, M/s. M M Nissim & Co LLP, Chartered Accountants (Firm Registration No. 107122W/W100672) and M/s. M P Chitale & Co., Chartered Accountants (Firm Registration No. 101851W) are the Joint Statutory Auditors of MMFSL, appointed by its shareholders to hold office for a period of 3 (three) consecutive years from the conclusion of the 34th Annual General Meeting of MMFSL till the conclusion of the 37th Annual General Meeting of MMFSL to be held in the year 2027. The Joint Statutory Auditors hold a valid peer review certificate issued by Peer Review Board of ICAI, as prescribed under the Listing Regulations. The subsidiaries of the Company function independently, with an adequately empowered Board of Directors and adequate resources. For more effective governance, the minutes of Board Meetings of unlisted subsidiaries of the Company are placed before the Board of Directors of the Company for their review at every quarterly Meeting. In addition to the above, Regulation 24 of the Listing Regulations requires that at least one Independent Director on the Board of Directors of the listed entity shall be a Director on the Board of Directors of an unlisted material subsidiary, whether incorporated in India or not. For the purpose of this provision, material subsidiary means a subsidiary, whose turnover or net worth exceeds twenty percent of the consolidated turnover or net worth respectively, of the listed entity and its subsidiaries in the immediately preceding accounting year. There is no Subsidiary which falls under this definition of unlisted material subsidiary for the financial year ended 31st March, 2025. The other requirements of Regulation 24 of the Listing Regulations with regard to Corporate Governance requirements for Subsidiary Companies have been complied with.
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