MAHINDRA & MAHINDRA LIMITED 22 Considering the quantum of transactions, approval of the Members is sought pursuant to Regulation 23 of the SEBI LODR Regulations read with SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated 30th January 2026 (“SEBI Master Circular”). The explanatory statement also includes the disclosures as required under the Industry Standards on “Minimum information to be provided to the Audit Committee and Shareholders for approval of Related Party Transactions” (“Industry Standards”) formulated by Industry Standard Forum in consultation with the SEBI, which is effective from 1st September 2025, for the following specific Material Related Party Transactions as detailed below: 1) For Item No. 8 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 crore whichever is higher, per annum for each of the financial year from FY 2023-24 to FY 2027-28 i.e., five financial years. Thereafter, the estimated value of the contract(s)/ arrangement(s)/agreement(s)/ transaction(s) of the Company with MEAL was anticipated to exceed the aforesaid monetary limit and considering the Company’s transactions with MEAL and based on the future business projections, the approval of the Members was obtained for Material Modification in the earlier approved Material Related Party Transactions of the Company with MEAL at the Seventy Eighth Annual General Meeting of the Company held on 31st July 2024 (“78th AGM”) with the revised monetary limit not exceeding Rs. 30,500 crore for a period commencing from the 78th AGM upto the date of the Seventy Ninth Annual General Meeting of the Company (“79th AGM”) and thereafter at the 79th AGM held on 31st July 2025 with the revised monetary limit not exceeding Rs. 30,920 crore for a period commencing from the 79th AGM upto the date of Eightieth 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 revised monetary limit as approved by the Members at the 79th AGM. Considering the same, the Company is seeking approval for Material Related Party Transactions of the Company with MEAL at this AGM. Details of Material Related Party Transactions between the Company and Mahindra Electric Automobile Limited Sr. No. Particulars of the Information Disclosures Part A: Minimum information of the Proposed Related Party Transactions (“RPT”) A(1) Basic details of the Related Party 1. Name of the Related Party Mahindra Electric Automobile Limited India (“MEAL”) 2. Country of Incorporation of Related Party India 3. Nature of Business of the Related Party MEAL is a part of the Mahindra Group focused on developing fourwheeler passenger electric vehicles in India. It was incorporated on 25th October 2022 and leads the Mahindra’s “Born Electric” strategy which involves designing and manufacturing next generation electric vehicles. It works on advanced EV technologies such as dedicated electric platforms, battery systems and connected vehicle solutions. A(2) Relationship and Ownership of the Related party 1. Relationship between the listed entity/subsidiary (in case of transaction involving the subsidiary) and the related party - including nature of its concern (financial or otherwise) and the following: • Shareholding of the listed entity/ subsidiary (in case of transaction involving the subsidiary), whether direct or indirect, in the related party. • Where the related party is a partnership firm or a sole proprietorship concern or a body corporate without share capital, then capital contribution, if any, made by the listed entity/ subsidiary (in case of transaction involving the subsidiary). • Shareholding of the related party, whether direct or indirect, in the listed entity/ subsidiary (in case of transaction involving the subsidiary). MEAL, a public limited company, is a Subsidiary of the Company. As on 31st March 2026, the Company directly held 99.99% of paid-up share capital of MEAL. Further, as on the date of this Notice i.e., 5th May 2026, the Company directly held 92.45% of paid-up share capital of Meal. None of the subsidiaries of the Company have any shareholding in MEAL. Further, as on the date of this Notice i.e. 5th May 2026, MEAL does not hold any equity shares of the Company.
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