MAHINDRA & MAHINDRA LIMITED 22 6. If the transaction relates to any loans, inter-corporate deposits, advances or investments made or given by the listed entity or its subsidiary: i. d etails of the source of funds in connection with the proposed transaction; The financial assistance / investment would be from own funds / internal accruals of the Company. The Company would not be incurring indebtedness solely for the purpose of providing financial assistance / making investment. ii. w here any financial indebtedness is incurred to make or give loans, inter-corporate deposits, advances or investments, • nature of indebtedness; • cost of funds; and • tenure Not applicable, since the Company would not be incurring financial indebtedness specially for giving financial assistance or making investments. iii. A pplicable terms, including covenants, tenure, interest rate and repayment schedule, whether secured or unsecured; if secured, the nature of security; Investments by way of subscription, purchase or otherwise in securities / debt instruments and / or providing of loans, advances, and guarantees in relation to above mentioned subsidiary would be in accordance with the provisions of the Companies Act, 2013. The interest charged will be in compliance with the provisions of section 186 of the Companies Act, 2013. The financial assistance in the form of loan / inter-corporate deposit, if any provided, will be on an arm’s length basis considering the following:- i) The nature and tenor of loan/ICD, ii) The opportunity cost for the Company from investment in alternative options, and iii) The cost of availing funds for the Company and for the related party. iv. The purpose for which the funds will be utilised by the ultimate beneficiary of such funds pursuant to the related party transaction The funds shall be used for operational activities and other business requirements of MEAL and/or for making investment(s) in and/or providing financial assistance to any of its subsidiaries / associates / joint ventures, if any. 7. Details of the Valuation Report or other external party report (if any) The related party transactions will be in line with the Company’s Policy on Materiality of and Dealing with Related Party Transactions. These transactions are on an arm’s length basis and in the ordinary course of business. The related party transactions will be supported by the Valuation Report of an independent valuer, wherever necessary. Arms' Length Basis: The Company ensures that the related party transactions are done on arms’ length basis which are established taking into account various factors including comparable with unrelated parties or on cost plus reasonable margin basis or market price basis, where available, or certified by any independent agency. In case of inter corporate fund based/ non fund based transaction(s), the interest charged will be in compliance with the provisions of section 186 of the Companies Act, 2013. The reimbursements / recoveries would be basis actual cost incurred. Compliance with arm’s length principles is ensured based on the applicable transfer pricing regulations. 8. Percentage of the Company’s annual consolidated turnover, for the immediately preceding Financial Year, that is represented by the value of the proposed transaction (and for a related party transaction involving a subsidiary, such percentage calculated on the basis of the subsidiary’s annual turnover on a standalone basis shall be additionally provided) Rs. 30,920 crores constitute 19.48% of the Consolidated Turnover* of the Company. Name of the Subsidiary Rs. 30,920 Crores as a % of the Subsidiary’s Annual Turnover* on Standalone Basis Mahindra Electric Automobile Limited 1,365.69% * Turnover includes Revenue from Operations. Note: The percentage above is based on the Company’s Consolidated Turnover / Subsidiary’s Standalone Turnover for the FY 2024-25 and the actual percentage shall depend upon the turnover of the Company/ Subsidiary as the case may be as per the last audited financial statements of the Company / Subsidiary during the above referred period for which approval is being sought.
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