MAHINDRA & MAHINDRA LIMITED 20 The Board recommends the Ordinary Resolution set out at Item No. 10 of the Notice for approval of the Members. ITEM NO. 11 & 12: As per Regulation 23 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), prior approval of the shareholders is required for Related Party Transactions exceeding the threshold of lower of Rs. 1,000 crores (Rupees one thousand crores) or 10% (ten per cent) of the annual consolidated turnover of the listed entity as per the last audited financial statements of the listed entity. The approval is required even if the transactions are in the ordinary course of business and at an arm’s length basis. Under the Listing Regulations, in addition to the approval and reporting for transactions by the Company with its own Related Party(ies), the scope extends to transactions by the Company with Related Party(ies) of any subsidiary(ies) of the Company or transactions by a subsidiary(ies) of the Company with its own Related Party(ies) or Related Party(ies) of the Company or Related Party(ies) of any subsidiary(ies) of the Company. Given the nature of the Company’s presence in multiple businesses, the Company works closely with its subsidiaries, joint ventures and associates to achieve its business objectives and enters into various operational transactions with its related parties, from time to time, in the ordinary course of business and on an arm’s length basis. Amongst the transactions that the Company enters into with its related parties, the estimated value of the contract(s)/ arrangement(s)/ agreement(s)/ transaction(s) of the Company with the Related Party mentioned below and also the ‘Related Party Transactions’ under Regulation 2(1)(zc) of the Listing Regulations pertaining to Subsidiaries of the Company, may exceed the threshold of Material Related Party Transactions within the meaning of Regulation 23(1) of the Listing Regulations i.e. Rs. 1,000 crores (Rupees one thousand crores) being the lower of Rs. 1,000 crores (Rupees one thousand crores) or 10% (ten per cent) of the annual consolidated turnover of the Company as per the last audited financial statements of the Company. The Members of the Company at the Seventy Seventh Annual General Meeting of the Company held on 4th August, 2023 (“77th AGM”), had approved Material Related Party Transactions of the Company with Mahindra Electric Automobile Limited (“MEAL”), with the monetary limit not exceeding 9.5% of the annual consolidated turnover of the Company or Rs. 9,500 Crores whichever is higher, per annum for each of the Financial Year (FY) from FY 2023-24 to FY 2027-28 i.e., five Financial Year. Thereafter, the Members of the Company at the Seventy Eighth Annual General Meeting of the Company held on 31st July, 2024 (“78th AGM”), had approved Material Related Party Transactions of the Company with MEAL, with the monetary limit not exceeding Rs. 30,500 crores for a period commencing from the Seventy Eighth Annual General Meeting upto the date of Seventy Ninth Annual General Meeting of the Company. The estimated value of the contract(s)/ arrangement(s)/ agreement(s)/ transaction(s) of the Company with MEAL is anticipated to continue to exceed the aforesaid monetary limit as approved by the Members at the 77th AGM. Considering the same, the Company is seeking approval for Material Related Party Transactions of the Company with MEAL at this AGM. Further, the Members of the Company at the 78th AGM, had approved Material Related Party Transactions of Mahindra Susten Private Limited with its certain subsidiaries which is valid till the 79th AGM. The Company is seeking similar approval at this AGM to ensure continuity of business. The Members may please note that the Company and its subsidiaries and associates have been undertaking such transactions of similar nature with related parties in the past Financial Year, in the ordinary course of business and on arm's length after obtaining requisite approvals, including from the Audit Committee of the Company/ subsidiaries/ associates, as per the requirements of the applicable law. The maximum annual value of the proposed transactions with the related parties is estimated based on the Company’s current transactions with them and future business projections. Considering the quantum of transactions, approval of the Members is sought pursuant to Regulation 23 of the Listing Regulations read with SEBI Master Circular No. SEBI/HO/ CFD/PoD2/CIR/P/2023/120 dated 11th July, 2023 (“SEBI Master Circular”), for the following specific Material Related Party Transactions, details of which are mentioned herein in accordance with the SEBI Master Circular. 1) For Item No. 11 Material Modification in earlier approved Material Related Party Transactions between the Company and Mahindra Electric Automobile Limited Sr. No. Name of the Related Party Nature of relationship with the Company including nature of its concern or interest (financial or otherwise) Monetary Value 1. Mahindra Electric Automobile Limited ("MEAL”) Subsidiary Not exceeding Rs. 30,920 crores 2. Type, Nature, material terms and particulars of the contract or arrangements Monetary Value Rs. in crores a) P urchase / Sale of any goods and material including passenger / commercial vehicles, electric vehicles, electric kits, assemblies, components, castings, forgings, sheet metal, engines, engine components, tractors, implements, four-wheelers, spares, accessories and other related components/parts; 23,500
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