STATUTORY REPORTS | Board’s Report 107 as required under section 134(3)(h) of the Act 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 at the Web-link: https://www.mahindra.com/Policy-on-Materiality-ofand-Dealing-with-related-party-transactions.pdf G. AUDITORS Statutory Auditors and Auditors’ Report M/s. 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 consecutive 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 FY26 is unmodified i.e. it does not contain any qualification, reservation or adverse remark or disclaimer. Secretarial Auditor Pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI LODR 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, a peer reviewed firm of Company Secretaries 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 and as mentioned in the previous year’s Annual Report, 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, the appointment of M/s. Parikh and Associates, a peer reviewed firm of Company Secretaries in whole time practice, as the Secretarial Auditor of the Company for a term of 5 consecutive years commencing from 1st April 2025 to 31st March 2030. Further, the Shareholders of the Company at the 79th Annual General Meeting held on 31st July 2025, basis the recommendation of the Board of Directors, approved the aforementioned appointment of M/s. Parikh and Associates as the Secretarial Auditor of the Company. The Board recognizes the importance of maintaining an effective compliance framework and adhering to established standards of Corporate Governance. The firm shall provide professional inputs on the applicable regulatory requirements and all relevant laws, rules, and guidelines in accordance with the provisions governing Secretarial Audit. Secretarial Audit Report The Company has annexed to this Board’s Report as Annexure III, a Secretarial Audit Report for the FY26 issued by M/s. Parikh and Associates, a peer reviewed firm of Company Secretaries in whole time practice (Certificate of Practice Number: 6994). The Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer. Annual Secretarial Compliance Report As per SEBI Regulations and Circulars / Guidelines issued thereunder, the Annual Secretarial Compliance Report issued by M/s. Parikh and Associates, a peer reviewed firm of Company Secretaries in whole time practice has been submitted to the Stock Exchanges and is annexed as Annexure IV to this Board’s Report. Secretarial Audit of Material Unlisted Indian Subsidiary There is no Material Unlisted Indian Subsidiary of the Company as on 31st March 2026 and as such the requirement under Regulation 24A of the SEBI LODR Regulations regarding the Secretarial Audit of Material Unlisted Indian Subsidiary is not applicable to the Company for the FY26. Cost Auditors The Board had appointed M/s. D. C. Dave & Co., Cost Accountants (Firm Registration Number 000611), as Cost Auditor for conducting the audit of cost records of the Company for the FY26.
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