Mahindra & Mahindra Ltd. | Integrated Annual Report 2024-25

Integrated Annual Report 2024-25 352 with the understanding, whether recorded in writing or otherwise, that the Intermediary shall directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Holding Company or such subsidiary companies (“Ultimate Beneficiaries”) or provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries. (ii) The respective management of the Holding Company and its subsidiary companies incorporated in India whose financial statements have been audited have represented to us and the other auditor of such subsidiary company that, to the best of their knowledge and belief, no funds have been received by the Holding Company or such subsidiary companies from any persons or entities, including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Holding Company or such subsidiary companies shall directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Parties (“Ultimate Beneficiaries”) or provide any guarantee, security or the like from or on behalf of the Ultimate Beneficiaries. (iii) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (i) and (ii) above, contain any material misstatement. e. The final dividend paid by the Holding Company and its subsidiary companies, associate companies and joint venture companies incorporated in India during the year, in respect of the same declared for the previous year, is in accordance with Section 123 of the Act to the extent it applies to payment of dividend. As stated in Note 19 to the consolidated financial statements, the respective Board of Directors of the Holding Company and its subsidiary companies, associate companies and joint venture companies incorporated in India have proposed final dividend for the year which is subject to the approval of the respective members at the ensuing Annual General Meeting. The dividend declared is in accordance with Section 123 of the Act to the extent it applies to declaration of dividend. f. Based on our examination which included test checks, and as communicated by the respective auditor of the 60 subsidiaries, 10 associates and 17 joint ventures which are companies incorporated in India whose financial statements have been audited under the Act, except for the instances mentioned below, the Holding Company, subsidiaries, associates and joint ventures have used accounting software for maintaining its books of account, which have a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the respective software: i. In case of the Holding Company and 16 subsidiaries and 2 joint ventures, the feature of recording audit trail (edit log) facility was not enabled at the database level to log any direct data changes for the accounting software used for maintaining the books of account till 05 July 2024 and for consolidation accounting software, used by the Holding Company till 27 May 2024. ii. In case of 1 associate, the feature of audit trail (edit log) was not enabled at the database layer to log any direct data changes in the accounting softwares used for maintaining books of accounts relating to revenue system, payroll system and consolidation system for the period 01 April 2024 to 31 August 2024 and relating to the general ledger system for the period 01 April 2024 to 03 December 2024. iii. In case of 2 subsidiaries, the feature of recording audit trail (edit log) facility was not enabled for price master changes at the application layer of software used for sales billing at resorts during the period from 1 April 2024 to 12 January 2025 and in case of 1 subsidiary during the period from 13 July 2024 to 12 January 2025 for the aforesaid software. iv. In case of 1 joint venture, the accounting software used for maintenance of accounting records and the accounting software used for Employee Stock Options (ESOP) of the joint venture are operated by third-party software service providers. In the absence of any information on existence of audit trail (edit logs) for any direct changes made at the database level in the ‘Independent Service Auditor’s Assurance Report on the Description of Controls, their Design and Operating Effectiveness’ (‘Type 2 report’ issued in accordance with SAE 3402, Assurance Reports on Controls at a Service Organization), the auditor of the joint venture is unable to comment on whether audit trail feature with respect to the database of the said software was enabled and operated throughout the year. Further, due to absence of information in the Type 2 report on existence of audit trail (edit logs) for any direct changes made at the database level, the auditor of the joint venture is unable to comment on preservation of audit trail at the database level. Further, the audit trail pertaining to financial years from 2023-24 to 2024-25 have not been preserved by the joint venture as per the statutory requirements for record retention. v. In case of 1 subsidiary, in respect of customer masters in two accounting software wherein earlier value is not retained, databases maintained in two accounting software where the audit trail feature was not enabled for part of the year and five accounting software where the audit trail feature at the database level (DML logs) was not enabled throughout the year to log any direct data changes. Accordingly, due to the absence of audit trail for the said periods, any instance of the audit trail feature being tampered have not been commented upon by the auditor of such subsidiary. Further, in case of 1 subsidiary, the feature of audit trail (edit log) for any change at direct data base level is not preserved for the period April 2024 to September 2024. The Subsidiary has not preserved audit trail logs for the previous year at a database level.

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