MAHINDRA & MAHINDRA LIMITED 30 3. Value of the proposed transactions as a percentage of the Listed Entity’s annual consolidated turnover for the immediately preceding financial year Rs. 6,000 crore constitutes 3.03% of the Company’s Annual Consolidated Turnover* for the Financial Year ended 31st March 2026 *Turnover includes Revenue from Operations 4. Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of transaction involving the subsidiary and where the listed entity is not a party to the transaction) Rs. 6,000 crore constitutes 224.99% of MUSA’s Standalone Turnover for the Financial Year ended 31st March 2026 5. Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party) for the immediately preceding financial year, if available. Rs. 6,000 crore constitutes 780.47% of MFUSA’s Standalone Turnover for the year ended 31st March 2026 Note: MFUSA follows calendar year as its financial reporting period 6. Financial performance of the related party for the immediately preceding financial year The financial performance of MFUSA, on Standalone basis for the Financial Year ended 31st March 2026 is stated below: Sr. No. Particulars Amount (Rs. in crore) 1. Turnover 768.77 2. Profit after Tax 144.40 3. Net Worth 2131.85 A(5) Basic details of the proposed transactions 1. Specific type of proposed transaction Availing of Services or any other similar business transaction and trade advances 2. Details of each type of the proposed transaction Sr. No. Details of the Proposed Transactions Amount (Rs. in crore) 1. Availing inventory financing solutions for dealers of MUSA through payment of wholesale interest cost to MFUSA 5,100 2. Availing financing solution for end customers of MUSA by payment of retail interest costs to MFUSA 690 3. Transfer of receivables from MUSA to MFUSA and receipt of upfront financing from MFUSA 200 4. Transaction relates to sharing of retail credit risk through a loss pool arrangement 5 5. Transaction relates to payment of any other interest cost, charges & reimbursement of expenses 5 Total 6,000 3. Value of the proposed transaction during a financial year 4. Tenure of the proposed transaction (tenure in number of years or months to be specified) The shareholders’ approval will be valid for the period commencing from the date of Eightieth Annual General Meeting i.e., 30th July 2026 up to the date of Eighty First Annual General Meeting of the Company to be held in the year 2027. 5. Whether omnibus approval is being sought? Yes 6. Justification as to why the RPTs proposed to be entered into are in the interest of the listed entity MFUSA is a joint venture between DLL Group, a global provider of financial solutions and a wholly owned subsidiary of the Rabobank Group and MMFSL. MFUSA delivers comprehensive financing solutions to both MUSA’s dealers and end customers. Dealers are supported through inventory (floorplan) financing arrangements, while end customers are offered competitive, structured, and efficient financing options designed to address their specific requirements. DLL and MMFSL collectively bring over 60 years of experience in financial services and equipment financing.
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