MAHINDRA & MAHINDRA LIMITED 27 The Company has in place a robust process for approval of Material Related Party Transactions and on dealing with Related Parties. As per the process, necessary details for each of the Related Party Transactions as applicable along with the justification are provided to the Audit Committee in terms of the Company's Policy on Materiality of and Dealing with Related Party Transactions and as required under SEBI Circular(s). Further, a Certificate from the Group CEO & Managing Director and Group Chief Financial Officer of the Company confirming that the Related Party Transactions are in the ordinary course of business of the Company and on an arm’s length basis is also placed before the Audit Committee. The Related Party Transactions placed for Members’ approval as aforesaid shall also be reviewed/ monitored on quarterly basis by the Audit Committee of the Company as per Regulation 23 of the Listing Regulations and section 177 of the Companies Act, 2013 and shall remain within the proposed amount(s) being placed before the Members. Any subsequent material modifications in the proposed transactions, as defined by the Audit Committee as a part of the Company’s Policy on Materiality of and Dealing with Related Party Transactions, shall be placed before the Members for approval, in terms of Regulation 23(4) of the Listing Regulations. As per the amended Listing Regulations effective from 1st January, 2022, all the Related Party Transactions shall be approved only by those members of the audit committee, who are independent directors. Since the Company’s Audit Committee comprises only of Independent Directors, the amendment to the Listing Regulations, requiring approval of related party transactions only by those members of the Audit Committee who are Independent Directors of the Company, was already institutionalised by the Company much before such amendment was made effective on 1st January, 2022. The Related Party Transactions placed for Members’ approval are specific in nature and have been approved by the Audit Committee and Board of Directors of the Company. The Company will seek separate approval on an Annual Basis from the shareholders, in future, in case any further approvals are needed for Material Related Party Transactions. None of the promoter/ promoter group entities are interested, directly or indirectly, in any of the proposed transactions. The proposed transactions shall not, in any manner, be detrimental to the interest of minority shareholders and are in the best interest of the Company and its Members. The Members may please note that in terms of provisions of the Listing Regulations, none of the related party(ies) (whether such related party(ies) are a party to the proposed transactions or not), shall vote to approve the Ordinary Resolutions at Item Nos. 11 and 12 of the Notice. Details of Directors or Key Managerial Personnel of the Company holding Directorships in the concerned Related Party(ies) are given below: Sr. No. Company Directors or Key Managerial Personnel of the Company holding Directorships in the concerned Related Party(ies) Item No. 11 1. Mahindra Electric Automobile Limited Dr. Anish Shah - Non-Executive Director Mr. Rajesh Jejurikar – Non-Executive Director Ms. Shikha Sharma – Independent Director Item No. 12 1. Mahindra Susten Private Limited Mr. Amarjyoti Barua – Non-Executive Director 2. Gelos Solren Private Limited – 3. Furies Solren Private Limited 4. Illuminate Hybren Private Limited 5. Jade Hybren Private Limited 6. Layer Hybren Private Limited 7. Migos Hybren Private Limited None of the Directors and Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or otherwise, in the resolutions set out at Item Nos. 11 and 12 of the Notice. The Board of Directors of the Company recommends the Material Related Party Transactions of the Company as set out in Item Nos. 11 and 12 of the Notice for approval of the Members by way of Ordinary Resolutions. By Order of the Board DIVYA MASCARENHAS Interim Company Secretary FCS No. 10249 Registered Office: Gateway Building, Apollo Bunder, Mumbai – 400 001. CIN : L65990MH1945PLC004558 e-mail : [email protected] Website : https://www.mahindra.com Tel. : +91 22 22895500 Mumbai, 5th May, 2025
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