Integrated Annual Report 2024-25 86 the justification are provided to the Audit Committee in terms of the Company’s Policy on Materiality and Dealing with Related Party Transactions and as required under SEBI Master Circular for compliance with the provisions of the Listing Regulations by listed entities dated 11th November, 2024. The Material Related Party Transactions approved by the Members of the Company are also 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. All Related Party Transactions entered during the year were in the ordinary course of business and on arm’s length basis. During the year under review, your Company has entered into Material Related Party Transactions as previously approved by the Members under Regulation 23 of the Listing Regulations. The Company also proposes to modify the limits of certain existing Material Related Party Transactions and also intends to enter into new Material Related Party Transactions for which the approval of Members is being sought. The Company has not entered into Material Related Party Transactions as per the provisions of the Companies Act, 2013 and a confirmation to this effect as required under section 134(3)(h) of the Companies Act, 2013 is given in Form AOC‑2 as Annexure II, which forms part of this Annual Report. The Policy on Materiality of and Dealing with Related Party Transactions as approved by the Board is uploaded on the Company’s website and can be accessed in the Governance section at the Web-link: https://www.mahindra.com/investorrelations/policies-and-documents. G. AUDITORS Statutory Auditors and Auditors’ Report Messrs B S R & Co. LLP, Chartered Accountants (ICAI Firm Registration Number 101248W/W-100022), holding valid certificate issued by the Peer Review Board of the ICAI, were re‑appointed as the Statutory Auditors of the Company to hold office for a second term of 5 years from the conclusion of the 76th Annual General Meeting (AGM) held on 5th August, 2022 until the conclusion of the 81st AGM of the Company to be held in the year 2027. The Auditors’ Report for FY25 is unmodified i.e. it does not contain any qualification, reservation or adverse remark or disclaimer. Secretarial Auditor Pursuant to Regulation 24A of the Listing Regulations read with provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, it is mandated that every listed entity and its material unlisted subsidiaries undertake a Secretarial Audit. Further, listed entities are required to submit an Annual Secretarial Compliance Report, which shall be signed by the appointed Secretarial Auditor or a Peer Reviewed Company Secretary satisfying the conditions as prescribed by SEBI. In alignment with the aforementioned regulatory framework including the amendments made by SEBI and the provisions of the Companies Act, 2013 regarding Secretarial Audit and appointment of Secretarial Auditor, the Board of Directors of your Company based on the recommendations of the Audit Committee at its Meeting held on 5th May, 2025, approved and recommended to the Shareholders for their approval, appointment of M/s. Parikh and Associates, a peer reviewed firm of Company Secretaries in whole time practice, as the Secretarial Auditors of the Company for a term of 5 consecutive years starting from 1st April, 2025 to 31st March, 2030. The Board acknowledges the significance of robust compliance mechanisms and corporate governance practices within the Company. M/s. Parikh and Associates, Company Secretaries brings extensive experience in the field and is expected to provide invaluable insights into the regulatory landscape, ensuring adherence to all relevant laws and guidelines as applicable pursuant to the Secretarial Audit guidelines. Secretarial Audit Report The Company has annexed to this Board’s Report as Annexure III, a Secretarial Audit Report for the FY25 given by Mr. Sachin Bhagwat, Practicing Company Secretary (Certificate of Practice Number: 6029). The Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer. Annual Secretarial Compliance Report The Company has undertaken an audit for the FY25 for all applicable compliances as per SEBI Regulations and Circulars / Guidelines issued thereunder. The Annual Secretarial Compliance Report duly signed by Mr. Sachin Bhagwat, Practicing Company Secretary has been submitted to the Stock Exchanges and is annexed at Annexure IV to this Board’s Report.
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